/raid1/www/Hosts/bankrupt/TCR_Public/191120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 20, 2019, Vol. 23, No. 323
Headlines
2045 E. HIGHLAND: Seeks to Hire Menchaca & Company as Accountant
220 52ND STREET: DCS Buying Adelanto Property for $2 Million
929485 FLORIDA: Hires Edmund Whitson as Bankruptcy Counsel
A.L.L. INTERNATIONAL: Taps J. Michael Moore as Special Counsel
AAC HOLDINGS: Incurs $13.1 Million Net Loss in Third Quarter
ACADEMIES OF MATH: S&P Alters Revenue Bond Outlook to Stable
ACADIAN CYPRESS: Selling Two Ponchatoula Properties for $499K
ACOSTA INC: S&P Lowers ICR to 'D' on Missed Interest Payments
ALAMO BUS: Sale of Buses by Consignment with Roberts Partly Granted
ALLEGHENY TECHNOLOGIES: Moody's Raises CFR to B1, Outlook Stable
ALPHA SCREEN: Seeks to Hire DeBlasio Group as Accountant
AMANECER PRIMARY: PCO Satisfied With Quality of Care
AMERICAN RANCH: Still In Talks With Labor Commissioner on Claims
AMERITUBE LLC: Case Summary & 20 Largest Unsecured Creditors
APC AUTOMOTIVE: S&P Raises ICR to 'CCC' After Debt Exchange
APPROACH RESOURCES: Case Summary & 30 Largest Unsecured Creditors
ARAL RESTAURANT: Cash Collateral Use Continued Through Jan. 3, 2020
ARIZONA CALL-A-TEEN: Seeks to Hire Keery McCue as Legal Counsel
ARMAOS PROPERTY: Gets Court Leave to Use Cash Thru Nov. 30
ATOKA COUNTY HEALTHCARE: PCO Received No Complaints in 14th Period
AURORA HOME: Gets Court OK on IRS Cash Collateral Pact
BAGRAT OGANNES: Court Denies Cash Collateral Request
BAN NH LLC: U.S. Trustee Appoints Patient Care Ombudsman
BETTER USED TRUX: Unsecureds Out of Money Under Plan
BLESSED HOLDINGS: Wants to Defer Plan Hearing by Another 60 Days
BOYD GAMING: Moody's Raises CFR to B1, Outlook Stable
BOYD GAMING: S&P Rates New Unsecured Notes 'B+'; Outlook Stable
BRISTOW GROUP: Names 8 Members of New Board of Directors
CANTRELL DRUG: Sets Bidding Procedures for All Assets
CAPITAL TRUST: Moody's Rates $17MM Series 2020A/B Bonds 'Ba1'
CENTURY ALUMINUM: S&P Lowers ICR to 'B-'; Outlook Negative
CF INDUSTRIES: Moody's Raises CFR to Ba1, Outlook Stable
CHARITY CHURCH: Ranges Buying Cedar Hill Property for $675K
CLEARWAY ENERGY: S&P Alters Outlook to Negative, Affirms 'BB' ICR
COROTOMAN INC: Property Sale Evidentiary Hearing Cont. to Jan. 23
CROSSROADS HEALTH: No PCO But Monthly Reports Required
CROWN HOLDINGS: S&P Affirms 'BB+' ICR; Outlook Stable
DEASY ASSOCIATES: Thorndike Buying Plymouth Property for $850K
DELTA HOSPICE: U.S. Trustee Appoints Dr. Stacy as PCO
DOVE REAL ESTATE: Allowed to Use Cash Collateral on Final Basis
DREAM BIG RESTAURANTS: Seeks Approval to Lease New Office
DUNCAN MORGAN: Trustee's $214K Sale of Raleigh Property Approved
DURA AUTOMOTIVE: Sets Bid Procedures for Substantially All Assets
EAGLE SUPER: S&P Lowers ICR to 'CCC+'; Outlook Negative
ELEVATED ANALYTICS: Unsecureds to Get Full Payment Over 6 Months
EMPREQUEKAS LLC: Taps H. Anthony Hervol as Legal Counsel
ENVISION HEALTHCARE: S&P Lowers Long-Term ICR to 'B'; Outlook Neg.
ENVIVA PARTNERS: S&P Rates New $450MM Senior Unsecured Notes 'B+'
ERNEST VICKNAIR: DA's $210K Sale of Thibodaux Property Approved
FISHING VESSEL OWNERS: Hires Bush Kornfeld as Counsel
FLEETWOOD ACQUISITION: Hires Industrial Recovery as Auctioneer
FLEETWOOD ACQUISITION: Sets Sale Procedures for Misc. Assets
FRONTIER COMMUNICATIONS: S&P Cuts ICR to 'CCC-'; Outlook Negative
GATEWAY TO LANCASTER: Allowed to Use Cash Collateral on Final Basis
GO-GO'S GREEK GRILLE: Seeks Authority to Use Cash Collateral
HAMLETT ENTERPRISES: US Trustee Has Issues With Plan & Disclosures
HARRAH WHITES: U.S. Trustee Appoints Patient Care Ombudsman
HEARTS AND HAND: Ombudsman Files First 60-Day Report
HEATING & PLUMBING: Plan Provides 26% Recovery for Unsec. Creditors
IGLESIA ROCA DE SION: Hires Gerardo Santiago Puig as Attorney
IHEARTCOMMUNICATIONS INC: Moody's Rates New $500MM Sec. Notes B1
IHEARTMEDIA INC: S&P Rates New $500MM Senior Secured Notes 'BB-'
IN THE WIND: $100K Private Sale of Four Semi-Trailers to Pride OK'd
INSIGNIA TECHNOLOGY: Plan Substantially Consummated Oct. 31
INSYS THERAPEUTICS: Joining Attorneys General Object to Disclosures
JETSET INTERIORS: Gets Interim OK to Use Cash Collateral
JOSEPH'S TRANSPORTATION: Cash Collateral Use Continued Thru Jan. 30
KAISER ALUMINUM: Moody's Affirms Ba2 CFR & Alters Outlook to Pos.
KAISER ALUMINUM: S&P Rates New $500MM Senior Unsecured Notes 'BB+'
KLINE CONSTRUCTION: Sets Online Auction Procedures for Equipment
KRISU HOSPITALITY: Seeks Authorization to Use Cash Collateral
L.G. STECK MEMORIAL: Court Rules PCO Is Not Necessary
LARRY E. PARRISH: Seeks Approval to Hire Bankruptcy Attorney
LION HOLDINGS: Seeks to Hire Anyama Law Firm as Legal Counsel
MATTAMY GROUP: Moody's Affirms Ba3 CFR, Outlook Stable
MBF INSPECTION: Dec. 16 Plan Confirmation Hearing Set
NEW PHOENIX: May Use Secured Lender's Cash Collateral Thru Nov. 22
NJN ENTERPRISE: Allowed to Use Cash Collateral on Final Basis
OLB GROUP: Effects One-for-Thirty Reverse Stock Split
OLB GROUP: Incurs $402K Net Loss in Third Quarter
PARTY CITY HOLDING: S&P Cuts ICR to 'B'; Outlook Negative
PAUL LOGSDON: Gets Final OK to Use Cash Collateral
PIONEER PETROLEUM: Case Summary & 7 Unsecured Creditors
PITBULL REALTY: Has Court OK to Use Cash Collateral Thru Jan. 2020
PRESTIGE BRANDS: S&P Rates New $400MM Senior Unsecured Notes 'B+'
PRINCESS POLLY: Plan Confirmed After Objections Resolved
PROFESSIONAL RESOURCES: Seeks Authorization to Use Cash Collateral
PSK PROPERTIES: Selling Fort Worth Property to Mustafa for $3.8M
PSP HAULING: Hires Robert B. Easterling as Attorney
PUSHMATAHA COUNTY: PCO Says No Complaints vs Hospital in 5th Report
RACKSPACE HOSTING: Fitch Withdraws 'B' Longterm IDR
RAIT FUNDING: Dec. 5 Disclosure Statement Hearing Set
SAMSON OIL: Incurs $452,610 Net Loss in First Quarter
SARAH ZONE: May Continue Using Cash Collateral Until March 2020
SCHRAD LTD: Gets Two Offers for La Vernia Property
SENIOR CARE: Sale/Abandonment Process of De Minimis Assets Denied
SILVER CREEK: Proposes Sale of Substantially All Assets
SILVER CREEK: To Submit Proposed Order on Bid Procedures for Assets
SOMERVILLE BREWING: May Use Cash Collateral Thru Dec. 18
SOURCE ONE: Dec. 12 Hearing on Disclosure Statement Set
SOURCE ONE: Unsecureds Out of Money Under Plan
SUNSHINE COACH: Hires Wynn Law Offices as Bankruptcy Counsel
SWEET WOLVERINE: Gets Conditional Nod of Cash Stipulation
TELESAT CANADA: Moody's Affirms B1 CFR, Outlook Stable
TEVOORTWIS LAND: Hires Wolfson Bolton as Counsel
THOMAS COOK: Bids for Domain Name Portfolio Due Nov. 27
TONAWANDA COKE: Seeks to Hire Chiampou Travis as Accountant
TRANSUNION LLC: S&P Rates New $1.15BB Sr. Secured Term Loan 'BB+'
TSC DORSEY RUN: Court Confirms Amended Plan
TTK RE ENTERPRISE: Lender Objects to Cash Collateral Motion
TULARE LOCAL: Moody's Hikes rating on $83MM GO Bonds 'Ba2'
TVET MANAGEMENT: Case Summary & 30 Largest Unsecured Creditors
VALLEY ECONOMIC: May Use Cash Collateral for Nov. 2019
VERITY HEALTH: NantWorks' Objection Deadlines in Assets Sale Moved
VETTER ASSETS: Dec. 12 Hearing on Disclosure Statement Set
VETTER ASSETS: Unsecureds Out of Money Under Plan
VICI PROPERTIES: Fitch Assigns BB LongTerm IDR, Outlook Stable
VICI PROPERTIES: Moody's Assigns Ba3 CFR, Outlook Positive
WILKINSON FLOOR: Court Confirms Plan of Reorganization
WMC MORTGAGE: Unsecured Creditors to Get At Least $34 Mil.
WOLVERINE INTERMEDIATE: S&P Rates $100MM PIK Unsecured Notes CCC+
WOODSTOCK REALTY: Cash Collateral Use Continued Until Nov. 30
YBARRA ENTERPRISES: Files Self-Reporting Obligations for September
ZENERGY BRANDS: Committee Objects to DIP Motion
*********
2045 E. HIGHLAND: Seeks to Hire Menchaca & Company as Accountant
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2045 E. Highland, LLC, seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Menchaca &
Company LLP as its accountant.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include a review of its monthly financial
statements and bank statements, and the preparation of its monthly
operating reports.
The firm has requested a $13,000 retainer.
Menchaca & Company does not have any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
John J. Menchaca
Menchaca & Company LLP
835 Wilshire Blvd. Suite 300
Los Angeles, CA 90017
Phone: (213) 683-3317
Fax: (213) 683-1183
Email: aokubo@menchacacpa.com
About 2045 E. Highland
2045 E. Highland, LLC, owns a tire and auto service shop in San
Juan Capistrano, Calif.
2045 E. Highland filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 19-11458) on April 19, 2019. In the petition signed by Javier
Salas, president, the Debtor disclosed $1,747,600 in assets and
$3,367,198 in liabilities. The Hon. Theodor Albert oversees the
case. Thomas B. Ure, Esq., at Ure Law Firm, is the Debtor's
bankruptcy counsel.
220 52ND STREET: DCS Buying Adelanto Property for $2 Million
------------------------------------------------------------
220 52nd Street, LLC, asks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to sell the commercial
property located at and know as 10101 Yucca Rd, Adelanto,
California to DCS Holdings, LLC for $2 million.
A hearing on the Motion is set for Dec. 20, 2019 at 10:00 a.m.
Objections, if any, must be received no later than seven days
before the hearing date.
In the Schedule B originally filed by the Debtor, it was disclosed
that it owns the Property. The Property has a market value of
$1.92 million.
Pacific Premier Bank holds a duly perfected, first priority secured
loan in the amount of $1,208,800.
Marc S. Philips holds a second priority secured loan in the amount
of $250,000.
On Sept. 30, 2019, the Debtor received an offer from the Buyer with
the purchase price $2 million. The parties have entered in to
their Commercial Property Purchase Agreement. The Debtor, along
with its counsel, has determined that the proposed purchase price
constitutes fair market value based on the size and condition of
the property.
Subject to the Court's approval, the Debtor asks approval to sell
the Commercial Property to the Buyer on the following terms and
conditions:
a) Seller: 220 52nd Street, LLC
b) Buyer: DCS Holdings, LLC
c) Purchase Price: $2 million
d) Initial Deposit: $60,000
e) Balance: $1.94 million
f) Purchased Property: 10101 Yucca Rd, Adelanto, CA
92301—2444
g) Closing Date: The closing date will take place at a time
and place mutually agreeable to the Seller and the Buyer.
The Debtor asks the Court's approval of the sale of its Real
Property free and clear of all liens, claims and encumbrances to
the Buyer. All of the sale proceeds will be received by the
Debtor, with all liens, claims and encumbrances to attach to the
proceeds.
Pursuant to Section 363 (b) and (f) of the Bankruptcy Code, the
Debtor asks entry of an order authorizing the sale, assignment and
transfer of the Real Property.
The Debtor believes that the Purchase Price for the sale of the
Commercial Real Property in this manner is in the best interests of
the estate and creditors, for a variety of reasons. Upon
information and belief, the Buyer's price is the highest that the
Debtor could have received. The Debtor strongly believes that an
immediate sale of the Property is in the best interests of
creditors and the estate. Moreover, the Purchase Price is adequate
and represents fair market value of the Real Property to be sold.
A copy of the Agreement attached to the Motion is available at
https://tinyurl.com/uvj2odv from PacerMonitor.com free of charge.
About 220 52nd Street LLC
220 52nd Street, LLC, owns four real estate properties in Staten
Island, New York; Adelanto, California; and Desert Hot Springs,
California having a total current value of $4.76 million.
220 52nd Street, LLC, based in Staten Island, NY, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 19-44646) on July 30, 2019.
In the petition signed by Ruslan Agarunov, president, the Debtor
disclosed $4,760,124 in assets and $3,705,011 in liabilities. The
Hon. Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at
the Law Offices of Alla Kachan, P.C., serves as bankruptcy counsel
to the Debtor.
929485 FLORIDA: Hires Edmund Whitson as Bankruptcy Counsel
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929485 Florida, Inc., seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Edmund Whitson, III,
Esq. and the law firm of Adams and Reese LLP, as counsel.
The professional services which Edmund Whitson, III and the law
firm of Adams and Reese are to render include:
a. giving the Debtor legal advice with respect to its duties
and responsibilities as a debtor-in-possession;
b. taking any necessary action to protect the interests of
the Debtor;
c. preparing on behalf of or to assist the Debtor in
preparing, as debtor-in-possession, all necessary applications,
answers, orders, reports and legal papers including, without
limitation, those needed to consummate the confirmed plan of
reorganization and the Plan of Termination; and
d. performing all other legal services for the Debtor, as
debtor-in-possession, as may be necessary.
The Debtor will pay an hourly rate of $385.00 and 100% of all
out-of-pocket expenses for Edmund Whitson, III. The fee is subject
to periodic adjustments to reflect economic and other conditions.
To the best of Debtor's knowledge, Mr. Whitson and the law firm of
Adams and Reese LLP have no connection with the creditors, or any
other party-in-interest or the respective attorneys and qualifies
as a disinterested person as that term is defined in Section
101(14) of the Bankruptcy Code.
About 929485 Florida
929485 Florida, Inc. classifies its business as single asset real
estate (as defined in 11 U.S.C. Section 101(51B)).
929485 Florida sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 19-09424) on Oct. 3, 2019. At the
time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
case is assigned to Judge Caryl E. Delano. The Debtor is
represented by Edmund S. Whitson, III, Esq., at Adams and Reese,
LLP.
A.L.L. INTERNATIONAL: Taps J. Michael Moore as Special Counsel
--------------------------------------------------------------
A.L.L. International sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ J.
Michael Moore Law Firm, P.C. as its special counsel in this
bankruptcy case.
The Debtor operates as a single asset real estate company. Because
the business is currently involved in a dispute over a severely
under-paid insurance claim, the Debtor's principal and sole owner,
Rosa De La Canal, believes that it is essential for the Debtor to
retain special counsel to render professional services in this
case. Such services are essential for Debtor to carry out its
duties as debtor-in-possession in this bankruptcy case. Failure to
retain counsel to render such services will be highly detrimental
to the success of Debtor in this bankruptcy case.
Moore Law Firm attests that it does not hold an interest adverse to
this bankruptcy estate; and is disinterested within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm may be reached at:
J. Michael Moore, Esq.
J. Michael Moore Law Firm, P.C.
4900 N. 10th St, Suite F3,
McAllen, TX 78504
Tel: 1-800-444-2780
Fax: 888-266-0971
Email: mmoore@moore-firm.com
About A.L.L. International
A.L.L. International filed a voluntary Chapter 11 Petition (Bankr.
W.D. Tex. Case No. 19-11182) on September 3, 2019, listing under $1
million in assets and liabilities, and is represented by Ron
Satija, Esq., at Hajjar Peters, LLP. The H. Christopher Mott
presides over the case.
AAC HOLDINGS: Incurs $13.1 Million Net Loss in Third Quarter
------------------------------------------------------------
AAC Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to the Company's common stockholders of $13.07 million
on $58.85 million of total revenues for the three months ended
Sept. 30, 2019, compared to a net loss attributable to the
Company's common stockholders of $22.18 million on $69.03 million
of total revenues for the three months ended Sept. 30, 2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss attributable to the Company's common stockholders of
$51.46 million on $176.95 million of total revenues compared to a
net loss attributable to the Company's common stockholders of
$22.73 million on $238.31 million of total revenues for the same
period during the prior year.
As of Sept. 30, 2019, the Company had $464.35 million in total
assets, $479.76 million in total liabilities, and a total
stockholders' deficit including noncontrolling interest of $15.40
million.
Going Concern
The Company incurred losses from operations and had negative cash
flows from operations for the year ended Dec. 31, 2018 and the
first nine months of 2019, which has contributed to limited
liquidity. This resulted primarily from declines in patient census
during the second half of 2018 and into the first nine months of
2019. The Company's revenue is directly impacted by its ability to
maintain census, which is dependent on a variety of factors, many
of which are outside of the Company's control, including its
referral relationships, average length of stay of its clients, the
extent to which third-party payors require preadmission
authorization or utilization review controls, competition in the
industry, the effectiveness of the Company's multi-faceted sales
and marketing strategy and the individual decisions of the
Company's clients to seek and commit to treatment. On March 8,
2019 the Company entered into an incremental senior credit facility
for a principal loan of $30 million which originally matured on
March 31, 2020 and was subsequently amended to mature on April 15,
2020. During the quarters ended June 30, 2019 and Sept. 30, 2019,
certain events of default occurred under the 2019 Senior Credit
Facility, the 2017 Credit Facility and the Company's sale leaseback
agreement. On Oct. 30, 2019, the Company reached an agreement with
its senior secured lenders that provided an additional $5 million
of liquidity and a forbearance agreement through March 31, 2020,
regarding certain events of default.
AAC Holdings said, "The uncertainties associated with the factors
described above raise substantial doubt about the Company's ability
to continue as a going concern. In order for the Company to
continue operations beyond the next twelve months and to be able to
discharge its liabilities and commitments in the normal course of
business, the Company must do some or all of the following: (i)
improve operating results by increasing census while maintaining
efficiency regarding operating expenses through the cost savings
initiatives implemented in late 2018 and in 2019; (ii) execute
strategic alternatives related to the Company's real-estate
portfolio which could include further sale leasebacks of individual
facilities or larger portions of the Company's real estate
portfolio; (iii) sell additional non-core or non-essential assets;
and/or (iv) obtain additional financing. There can be no assurance
that the Company will be able to achieve any or all of the
foregoing. An inability to obtain funding from sale leasebacks,
sales of non-core assets or to obtain additional debt or equity
financing, on attractive terms or at all, could have a substantial
negative effect on our liquidity and our ability to continue to
operate without pursuing restructuring alternatives."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/8Yux3n
About AAC Holdings
Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. --
http://www.americanaddictioncenters.com/-- is a provider of
inpatient and outpatient substance use treatment services for
individuals with drug addiction, alcohol addiction and co-occurring
mental/behavioral health issues. In connection with its treatment
services, the Company performs clinical diagnostic laboratory
services and provide physician services to its clients. As of Dec.
31, 2018, the Company operated 11 inpatient substance abuse
treatment facilities located throughout the United States, focused
on delivering effective clinical care and treatment solutions
across 1,080 inpatient beds, including 700 licensed detoxification
beds, 24 standalone outpatient centers and 4 sober living
facilities across 471 beds for a total of 1,551 combined inpatient
and sober living beds.
AAC Holdings reported a net loss of $66.71 million for the year
ended Dec. 31, 2018, compared to a net loss of $17.38 million for
the year ended Dec. 31, 2017. As of June 30, 2019, AAC Holdings
had $463.06 million in total assets, $462.61 million in total
liabilities, $27.37 million in total stockholders' equity, and a
noncontrolling interest of $26.92 million.
BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since
2011, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
incurred a loss from operations and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
* * *
In March 2019, S&P Global Ratings lowered the issuer credit rating
on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is
negative. According to S&P, the downgrade reflects escalated risk
of a default and risk that AAC's liquidity will not be sufficient
over the next 12 months, primarily due to the $30 million term loan
maturing in about one year.
Moody's Investors Service downgraded the corporate family rating
rating of AAC Holdings, parent company of American Addiction
Centers, Inc., to 'Caa2' from 'B3'. The downgrade to 'Caa2'
reflects AAC's very weak third quarter results and lower guidance
for the rest of 2018, as reported by the TCR on Nov. 16, 2018.
ACADEMIES OF MATH: S&P Alters Revenue Bond Outlook to Stable
------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB' long-term rating and underlying rating on the
Arizona Industrial Development Authority's series 2017A, 2018A, and
unenhanced series 2017B and 2018B education revenue bonds, issued
on behalf of the Academies of Math and Science Inc. (AMS).
"The return to a stable outlook reflects our view of AMS's
successful construction, renovation, and its two newly opened
campuses meeting enrollment targets," said S&P Global Ratings
credit analyst Kaiti Wang. "We believe the two new campuses will
generate sufficient revenue within the next two years to cover
maximum annual debt service," she added.
The 'AA-' program rating on the series 2017A and 2018A bonds
reflects S&P's view of the bonds' participation in the Arizona
Public School Credit Enhancement Program.
The AMS schools consists of:
-- AMS, which holds two charters for and operates AMS Prince in
Tucson (opened in 2002) and AMS Camelback in Phoenix (opened in
2015);
-- Math & Science Success Academy Inc. (MASSA), which holds the
charter for and operates MASSA in Tucson (opened in 2008); and
-- Academy of Math & Science South Inc. (AMSS), which holds the
charter for and operates AMSS Flower in Phoenix (opened in 2013),
AMSS Desert Sky in Phoenix (opened in 2018), AMS Glendale (opened
in 2019), and AMS Peoria (opened in 2019).
ACADIAN CYPRESS: Selling Two Ponchatoula Properties for $499K
-------------------------------------------------------------
Acadian Cypress & Hardwoods, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to authorize the sale of the
following two real properties: (i) 3.12 Acres Section 45 Township
17 Range 8, No. 1 Industrial Park Blvd, Ponchatoula, Louisiana to
Strengthening Outcomes with Autism Resources for $268,266; and (ii)
2.78 Acres Section 45 Township 17 Range 8, No. 1 Industrial Park
Blvd, Ponchatoula, Louisiana to Mark Freeman for $230,305.
The Debtor has entered into the Purchase Agreements with the Buyers
to sell the Properties free and clear of liens and claims. The
financing contingencies contained in the Purchase Agreements are
not applicable.
The Properties are subject to the liens listed on Exhibit C. The
Debtor has marketed the Properties and the offers reflected in the
Purchase Agreements are the highest and best offers.
The Debtor asks a waiver of the stay that otherwise would be
applicable to the order approving the proposed sale of Properties
pursuant to Bankruptcy Rules 6004(h).
A copy of the Agreements and the Exhibit C attached to the Motion
is available for free at:
https://tinyurl.com/ukwfgpc
About Acadian Cypress
Acadian Cypress & Hardwoods, Inc., --
http://www.acadianhardwoods.net/-- manufactures lumber, plywood,
siding, shingles, flooring, fencing, and molding profiles. It
sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205) on
April 15, 2019. In the petition signed by Frank Vallot, president,
the Debtor was estimated to have assets and liabilities at $1
million to $10 million. Judge Jerry A. Brown is the case judge.
Heller, Draper, Patrick, Horn & Manthey, LLC is the Debtor's
counsel.
ACOSTA INC: S&P Lowers ICR to 'D' on Missed Interest Payments
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Acosta Inc. to 'D' from 'SD'. At the same time, S&P lowered its
issue-level ratings on the company's term loan B and extended
revolver to 'D' from 'CCC-'.
The rating action follows Acosta's missed interest payments due
Oct. 31, 2019, on its term loan B and extended revolver. S&P
believes the decision was strategic given the company's efforts to
complete a prepackaged Chapter 11 bankruptcy filing. While Acosta
entered into the RSA with creditors comprising the majority of the
debt commitments, it continues to negotiate with remaining
lenders.
ALAMO BUS: Sale of Buses by Consignment with Roberts Partly Granted
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Judge David T. Thuma of the U.S. Bankruptcy Court for the District
of New Mexico authorized granted in part Alamo Bus Co., Inc.'s
Consignment Agreement with Roberts Truck Center for the sale of
five school buses by consignment.
The Consignment Agreement with Roberts Truck Center for the sale of
the Personal Property on the terms set forth therein is approved,
effective as of the date the Application was filed, and the Debtor
is authorized to proceed with the sale of the Personal Property for
fair market value.
The Debtor is granted authority to pay Signature Financial, LLC's
secured claim in full from the proceeds of the sale at such time as
Signature Financial provides the Debtor with a valid payoff on its
secured claim, in exchange for which Signature Financial will
release any and all liens or claims of lien on the Personal
Property.
The sale of the Personal Property will be free and clear of any
other liens, claims and interests, including without limitation the
liens, claims and interests of Alamogordo Public Schools, which
will attach to the proceeds of the sale with the same validity and
priority, and to the same extent, that they attached to the
Personal Property prior to the sale, with the Debtor and Alamogordo
Public Schools reserving all rights, claims, interests and defenses
with regard to the claimed lien of Alamogordo Public Schools. The
net proceeds of the sale will be deposited in the DIP account and
will not be spent, distributed or used for any purpose until such
time as the claim of Alamogordo Public Schools is resolved by Order
of the Court or by written agreement of the Debtor and Alamogordo
Public Schools.
In the event that the sale by consignment is delayed for any
reason, the Debtor is granted authority in its discretion to pay
the secured debt of Signature Financial in full from other
available and unencumbered estate assets, in exchange for which
Signature Financial will release any and all liens or claims of
lien on the Personal Property, in which event the Debtor
willreplenish the funds paid to Signature with the proceeds of the
sale of the Personal Property; the liens, claims and interests of
Alamogordo Public Schools and any other claimed liens willattach to
the proceeds of the sale with the same validity and priority, and
to the same
extent, that they attached to the Personal Property prior to the
sale, with the Debtor and Alamogordo Public Schools reserving all
rights, claims, interests and defenses with regard to the claimed
lien of Alamogordo Public Schools.
Payment of $800 per unit sold to Roberts Truck Center pursuant to
the Consignment Agreement is approved, effective as of the date of
filing the Application.
The Debtor is authorized to pay all reasonable costs and expenses
as set forth herein from estate funds or the proceeds of the
auction without further notice to creditors, and the Debtor
willfile a Report of Sale with the Court.
About Alamo Bus Co.
Alamo Bus Company Inc., a transportation services provider in
Alamogordo, N.M., filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11568) on June 28,
2019. In the petition signed by Brent Buttram, president and
director, the Debtor disclosed $1,400,621 in assets and $1,267,336
in liabilities. The case is assigned to Judge David T. Thuma.
Chris W. Pierce, Esq., at Walker & Associates, P.C., is the
Debtor's counsel.
ALLEGHENY TECHNOLOGIES: Moody's Raises CFR to B1, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Allegheny Technologies
Incorporated's Corporate Family Rating and Probability of Default
rating to B1 and B1-PD respectively from B2 and B2-PD respectively
and the senior unsecured rating to B2 from B3. The senior unsecured
rating for Allegheny Ludlum Corporation was upgraded to B2 from B3.
ATI's speculative grade liquidity rating was moved to SGL-2 from
SGL-3. At the same time, Moody's assigned a (P)B2 senior unsecured
rating to ATI's WKSI shelf. The outlook is stable.
"The upgrade acknowledges ATI's improving profit margins and
business growth, which is expected to accelerate in 2020 as the new
aero engines roll out, new orders are received and new pricing on
contracts continues to favorably impact performance said Carol
Cowan, Senior Vice President and lead analyst for ATI.
Assignments:
Issuer: Allegheny Technologies Incorporated
Senior Unsecured Shelf, Assigned (P)B2
Upgrades:
Issuer: Allegheny Ludlum Corporation
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD4) from
B3 (LGD4)
Issuer: Allegheny Technologies Incorporated
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Corporate Family Rating, Upgraded to B1 from B2
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD4) from
B3 (LGD4)
Outlook Actions:
Issuer: Allegheny Ludlum Corporation
Outlook, Remains Stable
Issuer: Allegheny Technologies Incorporated
Outlook, Remains Stable
RATINGS RATIONALE
ATI's B1 CFR reflects the company's continued strengthening in its
end market deliveries and improving margins as the newer contracts
become more predominate in the overall mixture and value-added
revenues increase. ATI's performance continues to benefit from the
ongoing production ramp of the next gen aero engines, improving
demand for airframes as well as in defense. Strengthening in
shipment levels, both in the high value and standard segments
together with improving price realizations on the portfolio as a
whole are contributing factors and expected to be sustained given
the substantive backlogs in the aerospace industry (Aerospace and
Defense account for roughly 50% of revenues). While there is some
softness in the automotive and energy markets, the company's broad
product and customer exposure in the aero industry, particularly
aero engines will drive improving performance, as will the absence
of the issues with nickel powder billet following the company's
ramp-up and qualification of its own production line to address
prior sourcing issues. This had a temporary cost impact that will
be absent going forward. Additionally, ATI has been able to improve
performance in its flat rolled segment to modestly profitable
although some quarterly fluctuations are to be expected.
While leverage, as measured by the adjusted debt/EBITDA ratio has
increased for the twelve months ended September 30, 2019 to 4.9x,
(3x unadjusted) this reflects some operating headwinds in 2019 not
expected to be repeated in 2020, which have impacted 2019 earnings
performance. Leverage is expected to moderate to around 4x over the
near-term and improve throughout 2020. Additionally, the company is
expected to remain free cash flow generative.
The rating also recognizes ATI's position as a leading producer of
specialty titanium and titanium alloys, nickel-based alloys and
super alloys, providing the company the opportunity to fulfill
unique product requests from its customers. The company benefits
from long term agreements (LTA's) with many of its customers across
the airframe, aero engine, electrical distribution and generation,
oil and gas as well as medical. The recently signed new LTA with
BWX Technologies, which runs through mid-2026, is expected to
generate approximately $600 million through the contract dates.
From a social perspective, approximately 40% of ATI's workforce is
covered by various collective bargaining agreements, (CBA)
predominately with the USW (United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy, Allied and Industrial Service
Workers International Union). The company endured an approximate 7
month lock out over the 2015/2016 time frame with a new contract
ratified in March 2016. A new CBA was ratified with certain
employees in 2018. The current contract has an expiration date in
early 2020.
The stable outlook incorporates expectations that ATI's operating
performance and cash flow generation will continue to strengthen on
good fundamentals in the aerospace/defense sector, a key market for
the company. The outlook also contemplates that while other end
market sectors such as automotive and oil and gas may be more
muted, performance will be aided by the value-added nature of
products sold into these markets. Included in the outlook is the
expectation that ATI will continue to evidence a disciplined
approach to its capital structure and capital spending.
The SGL-2 Speculative Grade Liquidity rating reflects ATI's good
liquidity position supported by its $511 million cash position at
September 30, 2019 and its asset-based lending facility (ABL)
secured by receivables and inventory of the company's domestic
operations maturing September 30, 2024. ATI's cash position has
been bolstered by $250 million in proceeds received from the
divestitures of non-core assets. The ABL facility includes a $500
million revolving credit facility, ( includeing a $200 million
letter of credit sublimit), a fully drawn $100 million term loan
and a $100 million delayed draw term loan availability to June 30,
2020. The facility has minimum liquidity requirements to be met 91
days prior to the maturity of the 2021 notes, the 2022 convertible
notes and the 2023 notes. ATI is expected to be free cash flow
generative in 2019.
The B2 rating on ATI's senior unsecured instruments reflects the
effective subordination of unsecured debt in the capital structure
relative to the ABL facility. The senior unsecured debt at
Allegheny Ludlum (guaranteed by ATI) has the same rating as the
senior unsecured debt at ATI given the high level of
interdependence between the operations. The instruments are also
considered to be at parity given the significantly higher asset
values of ATI relative to the asset value of Allegheny Ludlum and
the view that given the operating interdependence, ATI would
support Allegheny Ludlum.
The rating could be upgraded should the company demonstrate the
ability to sustain EBIT margins of at least 8%, EBIT/interest above
3.5x, debt/EBITDA of no more than3.75x and (operating cash flow
less dividends)/debt of at least 25%. The rating could be
downgraded should the company experience sustained volume and
margin declines or should the improving trends in performance and
debt protection metrics reverse. Quantitatively, ratings could be
downgraded if leverage as measured by the debt/EBITDA ratio is
expected to be sustained above 4.5x, EBIT margins are less than 6%,
EBIT/interest is expected to be sustained below 2x,
(CFO-dividends)/debt is less than 12.5% or free cash flow becomes
consistently negative. A significant contraction in liquidity or
availability under the ABL could also negatively impact the
rating.
Headquartered in Pittsburgh, Pennsylvania, ATI is a diversified
producer and distributor of components and specialty metals such as
titanium and titanium alloys, nickel-based alloys and stainless and
specialty steel alloys. The company operates through two segments:
High Performance Materials and Components and Flat-Rolled Products.
Revenues for the twelve months ended September 30, 2019 were $4.1
billion.
The principal methodology used in these ratings was Steel Industry
published in September 2017.
ALPHA SCREEN: Seeks to Hire DeBlasio Group as Accountant
--------------------------------------------------------
Alpha Screen Graphics, Inc., seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire
DeBlasio Group, a Business Trust as its accountant.
The services to be provided by the firm include the preparation and
review of tax returns and general accounting services.
The firm's hourly rates are:
Partners: $275 - $350
Seniors: $175 - $270
Staff: $125 - $170
Administrative $100 – $120
No professional from DeBlasio represents any interest adverse to
the Debtor, according to court filings.
The firm can be reached through:
Stephen D. Key
DeBlasio Group a Business Trust
447 Washington Avenue
Bridgeville, PA 15017
About Alpha Screen Graphics
Alpha Screen Graphics, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 19-22969) on July 26, 2019, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented Robert O Lampl, Esq., at Robert O Lampl Law Office.
The case is assigned to Judge Carlota M. Bohm.
AMANECER PRIMARY: PCO Satisfied With Quality of Care
----------------------------------------------------
Gary Toche, the patient care ombudsman, submitted his initial
report for Amanecer Primary Home Care LLC for the period Sept. 28,
2018, through Nov. 8, 2019.
The Debtor is a health care provider that operates as a Home and
Community Support Services Agency under the provisions of the
Health and Safety Code. The agency with a license number 017403
will provide the following services; Personal Assistance Services.
The agency's and is scheduled to expire on December 31,2019. The
agency was established through a Change of Ownership in December
2015 with 266 employees -- 246 are providers and the remainders are
office staff.
At the time of the visit to the agency, the agency had 271 clients.
The agency has been authorized to provide 6581.75 hours of care
and currently has 6,284.75 hours of care scheduled. The variance
in authorized hours and staffed hours is a result of respite care
hours. These hours while approved for the Client are not utilized
until the client request the use of these hours.
The PCO is satisfied that the quality of care and the services
provided by the Debtor. However, the PCO had several minor issues
in this reporting period that were presented to the Debtor.
Therefore, the Debtor resolved each issue and there were no
significant concerns during this reporting period. The overall
comments from Clients, Families and Staff have been favorable to
the Debtor.
The PCO has seen nothing to show a change in the quality of care
since the Debtor filed for Chapter 11.
The PCO can be reached at:
Gary Toche
1555 Tahoe Court
League City, TX 77573
Tel: 281-910-7757
A full-text copy of PCO Final Client Care Report is available at
https://tinyurl.com/ss9xvyl from PacerMonitor.com at no charge.
About Amanecer Primary Home Care
Amanecer Primary Home Care LLC is a home health care services
provider in Mission, Texas.
Amanecer Primary Home Care filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 19-70131) on April 12, 2019. In the petition signed
by Yuridia F. Alvarez, president, the Debtor disclosed $694,052 in
assets and $1,092,849 in liabilities. Jana Smith Whitworth, Esq.,
of JS Whitworth Law Firm, PLLC, serves as bankruptcy counsel to the
Debtor.
AMERICAN RANCH: Still In Talks With Labor Commissioner on Claims
----------------------------------------------------------------
Debtor American Ranch and Seafood Markets, Inc., d/b/a American
Ranch and Seafood Markets, and creditor California State Labor
Commissioner stipulated that hearing to consider confirmation of
the Debtor's First Amended Plan of Reorganization will be continued
to December 12, 2019, at 10:00 a.m., subject to the Court's
availability.
The deadline by which the Debtor must file and serve its
confirmation memorandum and evidence in support of confirmation of
the Plan, and reply to the Commissioner Objection, or any other
objection will be continued to on or before Dec. 5, 2019.
The Plan Confirmation Hearing was set for Nov. 14, 2019 before the
Honorable Julia Brand, United States Bankruptcy Judge.
The Debtor received only one objection to confirmation, which was
filed by the Labor Commissioner. Prior to receiving the
Commissioner Objection, the Debtor produced voluminous documents in
response to Labor Commissioner’s requests.
The Labor Commissioner's review and audit of the documents for the
180 day period prior to the Petition Date has been completed
resulting in a determination that the Labor Commissioner asserts a
priority wage claim of approximately $6,500, exclusive of interest.
With respect to the postpetition period, the Labor Commissioner
originally estimated that the asserted claim would be between
$17,000 and $40,000, including interest and penalties.
Based on the ongoing discussions and in the interest of judicial
economy, the Parties have agreed to continue the Confirmation
Hearing to allow the counsel for the Debtor to review the Labor
Commissioner's findings and allow counsel for the Debtor and the
Labor Commissioner to work out procedurally how to handle the Labor
Commissioner claims.
A full-text copy of the Stipulation dated October 31, 2019, is
available at https://tinyurl.com/y6fqyb3n from PacerMonitor.com at
no charge.
A full-text copy of the Disclosure Statement dated December 20,
2018, is available at:
http://bankrupt.com/misc/cacb18-218bk10175WB-146.pdf
The Debtor is represented by:
Sandford L. Frey
Dennette A. Mulvaney
LEECH TISHMAN FUSCALDO & LAMPL, INC.
200 South Los Robles Avenue, Suite 210
Pasadena, California 91101
Telephone: 626.796.4000
Facsimile: 626.795.6321
E-mail: sfrey@leechtishman.com
dmulvaney@leechtishman.com
About American Ranch and Seafood Markets
American Ranch and Seafood Markets, Inc. --
https://americanranchmarket.com/ -- operates a specialty store
offering Filipino foods and groceries with locations in Eaglerock,
Artesia and East Hollywood, California. The company provides a
selection of fresh seafood, fresh produce (fruits & vegetables),
meat and an assortment of popular brand name groceries. It also
accepts catering services for special events. American Ranch is
equally owned by Gene S. Chua and Virgil Sy.
American Ranch sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-10175) on Jan. 5, 2018. In the
petition signed by Gene S. Chua, president and CEO, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Julia W. Brand oversees the case.
Sandford L. Frey, Esq., at Leech, Tishman, Fuscaldo & Lampl, Inc.,
serves as the Debtor's bankruptcy counsel.
AMERITUBE LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ameritube, LLC
d/b/a Ameritube
1000 North Highway 77
Hillsboro, TX 76645
Business Description: Ameritube, LLC is a manufacturer of copper
alloys including DHP copper, brass, copper
nickel, and a variety of alloys used in a
variety of processes in the oil and gas,
HVAC, heat transfer, power, chemical, marine
and defense industries. Ameritube is also a
distributor of carbon and stainless steel,
seamless tubing, marine pipe, couplings,
fittings, and flanges used in the marine
industry.
Chapter 11 Petition Date: November 17, 2019
Court: United States Bankruptcy Court
Western District of Texas (Waco)
Case No.: 19-60863
Judge: Hon. Ronald B. King
Debtor's Counsel: Sarah M. Cox, Esq.
SPECTOR & COX, PLLC
12770 Coit Rd, Suite 1100
Dallas, TX 75251
Tel: 214-310-1321
Fax: 214-237-3380
Email: sarah@spectorcox.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Khariton G. Ravitsky, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/txwb19-60863.pdf
APC AUTOMOTIVE: S&P Raises ICR to 'CCC' After Debt Exchange
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on APC
Automotive Technologies Intermediate Holdings LLC (APC) to 'CCC'
from 'SD' (selective default).
S&P also assigned a 'CCC' issue-level rating to the company's new
A-1, A-2, and A-3 term loans (with '4' recovery ratings), and a
'CC' issue-level rating to the company's new term loan B (with a
'6' recovery rating). It has withdrawn its rating on the company's
'D' rated first-lien term loan.
The rating actions follow APC's issuance of $348 million of new
term loans in exchange for a previous first-lien term loan. S&P
considers this a distressed transaction given the proposed maturity
extension, the junior ranking of the exchanged term loan B, and the
timing of the cash interest payments being slowed. The second-lien
term loan (not rated) has been exchanged for equity.
"The negative outlook reflects our view that APC's operating
performance could remain weak enough to lead to a liquidity crisis.
We also think it will be difficult for the company to remain in
compliance with its fixed-charge springing covenant, and that APC
could pursue a distressed exchange over the next year," S&P said.
Downside scenario
S&P said it could lower its ratings on APC if the company announces
a transaction that it views as a distressed exchange. "We could
also lower the rating if we think it is unlikely the company can
meet or amend its fixed-charged springing covenant," the rating
agency said.
Upside scenario
Before raising its rating on APC, S&P said it would expect to see
significant and sustained improvement in the company's performance,
a material improvement in liquidity, and/or a waiver or amendment
of its covenants. Although unlikely, an equity infusion could also
help improve the prospects for the company, according to the rating
agency.
APPROACH RESOURCES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Approach Resources Inc.
6500 West Freeway Suite 800
Forth Worth, TX 76116
Business Description: Approach Resources Inc., a publicly-owned
Delaware corporation headquartered in Fort
Worth, Texas, and its Debtor subsidiaries
comprise an independent energy company
focused on the exploration, development,
production and acquisition of unconventional
oil and gas reserves. The Debtors'
principal operations are conducted in the
Midland Basin of the greater Permian Basin
in West Texas, where the Debtors lease
approximately 113,000 net acres as of the
Petition Date. For more information, visit
https://www.approachresources.com.
Chapter 11 Petition Date: November 18, 2019
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Approach Resources Inc. (Lead Case) 19-36444
Approach Resources I, LP 19-36440
Approach Operating, LLC 19-36442
Approach Midstream Holdings LLC 19-36445
Approach Oil & Gas Inc. 19-36448
Approach Delaware, LLC 19-36450
Approach Services, LLC 19-36454
Judge: Hon. Marvin Isgur
Debtors' Counsel: David M. Bennett, Esq.
THOMPSON & KNIGHT LLP
1722 Routh St., Suite 1500
Dallas, TX 75201
Tel: (214) 969-1700
Fax: (214) 969-1751
Email: david.bennett@tklaw.com
- and -
Demetra L. Liggins, Esq.
Anthony F. Pirraglia, Esq.
THOMPSON & KNIGHT LLP
811 Main Street, Suite 2500
Houston, TX 77002
Tel: (713) 654-8111
Fax: (713) 654-1871
Email: demetra.liggins@tklaw.com
anthony.pirraglia@tklaw.com
Debtors'
Financial Advisor
and Investment
Banker: PERELLA WEINBERG PARTNERS L.P.
INCLUDING ITS AFFILIATE TUDOR,
PICKERING, HOLT & CO.
Debtors'
Tax Advisor: KPMG US LLP
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Claims,
Noticing, and
Solicitation
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
https://dm.epiq11.com/case/APC/dockets
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Sergei Krylov, chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at:
http://bankrupt.com/misc/txsb19-36444.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. JPMorgan Chase Bank, N.A., Deficiency Claim Undetermined
as Administrative Agent re: 6.70% Senior
2200 Ross Avenue, Floor 3 Secured Facility
Dallas, TX 75201-2787 Due 2020
Attention: David Morris
Tel: 214-965-2925
Fax: 214-367-4405
Email: david.m.morris@jpmorgan.com
2. Wilmington Trust, N.A., as Deficiency Claim $84,600,000
Successor Trustee re: 7.00% Senior
15950 North Dallas Parkway Notes Due 2021
Suite 550
Dallas, TX 75248
Attention: Approach Resources Inc.
Administrator
Tel: 972-383-3151
Email: sgoffinet@wilmingtontrust.net
3. USA Compression Partners Trade $492,521
100 Congress Avenue, Suite 450
Austin, TX 78701
Attn: Matthew C. Liuzzi, CFO
Tel: 512-473-2662
Fax: 512-320-0706
Email: matt.liuzzi@usacompression.com
4. R & N Trenching Inc. Trade $145,291
304 E. Garden Avenue
P.O. Box 85
Mertzon, TX 76941
Attn: Richard G. Baumann
Tel: 325-835-7098
5. Jet Specialty & Supply, Inc. Trade $65,397
211 Market Avenue
Boerne, TX 78006
Attn: Ted Williams, CFO
Tel: 830-331-9457
Email: ted.williams@jetspecialty.com
6. Jacam Chemicals 2013 LLC Trade $64,531
205 South Broadway
Sterling, KS 67579
Attn: Stephen Tuszynski, CFO
Tel: 620-278-3355
Fax: 620-278-2013
7. Wrenched Up Roustabouts, LLC Trade $48,457
3922 Blair Lane
San Angelo, TX 79702
Attn: Mason Surber,
Co-Owner/Operations Manager
Tel: 432-631-4572
Email: surberroustabout@gmail.com
8. Diamond Energy Services, LP Trade $31,489
406 S. Boulder Avenue, Suite 708
Tulsa, OK 74103
Attn: Richard Bedner
Tel: 830-663-2461
Fax: 830-663-5753
9. Pro-Ject Chemicals LLC Trade $29,139
1800 Hughes Landing Boulevard #175
The Woodlands, TX 77380
Attn: Jim Bonsall, Controller
Tel: 832-403-2560
Fax: 832-403-3046
Email: jbonsall@pro-jectchemicals.com
10. Equipment Transport Trade $25,118
1 Tyler Court
Carlisle, PA 17015
Attn: Glenn Lewis
Tel: 717-254-6731
Fax: 717-256-5830
Email: g.lewis@equipmenttransportllc.com
11. Bruington Engineering LLC Trade $20,300
8620 N New Braunfels, Suite 315
San Antonio, TX 78217
Attn: Steve Bruington
Tel: 210-828-8117
Fax: 210-828-5274
12. JMC Transport Service, LLC Trade $18,272
104 PR 3304
Sonora, TX 76950
Attn: John Creek, Owner
Tel: 325-387-2511
Fax: 325-387-5640
13. Petrosmith Coating, LP Trade $16,762
7510 US Highway 277 South
Abiline, TX 79606
Attn: George Percival
Tel: 325-695-1301
Fax: 325-695-1331
Email: george.percival@petrosmith.com
14. All-Tex Irrigation & Trade $14,581
Supply, LLC
3727 S. Jackson
San Angelo, TX 76903
Attn: Jeff Perrine
Tel: 325-949-1172
Fax: 325-223-8642
Email: jeff@alltexirrigation.com
15. Performance Wellhead Trade $13,119
8505 Jackrabbit Dr, Suite A
Houston, TX 77095
Attn: David McLaurin
Tel: 281-200-2330
Fax: 281-200-2332
Email: dmclaurin@pwfrac.com
16. Mustang Gas Compression, LLC Trade $10,000
2500 Woodbine Drive
Kilgore, TX 75662
Attn: Jim Weaver
Tel: 903-949-0417
Fax: 903-984-3781
Email: jweaver@mustangcompression.com
17. Niblett's Oilfield Trade $9,935
Services, Inc.
678 S US Highway 277
Eldorado, TX 76936-0910
Attn: Charles A. Niblett, President
Tel: 325-853-2521
Fax: 325-853-3254
18. B & B Trucking Trade $8,865
3011 Highway 864
Sonora, TX 76950
Attn: Jock Dutton
Tel: 325-387-3843
Email: inventory@bb-trucking.com
19. Renegade Well Services, LLC Trade $8,030
3301 E. HWY 377 Suite 202
P.O. Box 7180
Granbury, TX 76049
Attn: Jacob Percifull, CEO
Tel: 682-936-4446
Fax: 682-936-4451
20. Lufkin Industries, Inc. Trade $4,634
601 S. Raguet
Lufkin, TX 75904
Attn: Brian Worrell
Tel: 936-634-2211
Fax: 936-637-5272
21. Apergy ESP Systems LLC Trade $4,266
2445 Technology Forest Rd.
Bldg 4, Suite 900
The Woodlands, Texas 77381
Attn: John Seaman, Director of Finance
Tel: 281-403-5772
Fax: 281-403-5746
Email: john.seaman@doverals.com
22. Patriot Automation & Trade $4,202
Control Inc.
6755 Spindletop Road
San Angelo, TX 76901
Attn: Javier Favila, Branch Manager
Tel: 325-653-7546
Fax: 325-653-4421
23. RWLS, LLC Trade $3,860
1937 West Ave
PO Box 852
Levelland, TX 79336
Attn: Randy Cassady, VP Operations
Tel: 806-897-0735
Fax: 806-897-0736
24. Howard Measurement Co., Inc. Trade $2,879
1637 Enterprise Street
Athens, TX 75751
Attn: Pam Hobgood
Tel: 469-964-9361
Email: phobgood@howardmeasurement.com
25. Liberty Lift Solutions LLC Trade $2,864
16420 Park Ten Place, Suite 300
Houston, TX 77084-5692
Attn: David Jones Sr.
Tel: 713-575-2300
Email: david.jones@libertylift.com
26. Rig Power, Inc. Trade $2,240
415 W. Wall St, Suite 835
Midland, TX 79701
Attn: Kyle Braun
Tel: 432-570-7500
Fax: 432-570-7502
27. Mulholland Energy Trade $2,225
Services, LLC
10308 W County Road 72
Midland, TX 79707
Attn: Malcolm Mulholland
Tel: 432-703-7045
28. Odessa Pumps & Equipment, Inc. Trade $1,926
8161 Dorado Dr
Odessa, TX 79765
Attn: Clayton Kenworthy
Tel: 830-755-5160
Email: clayton@odessapumps.com
29. C & J Well Services Inc. Trade $1,839
3990 Rogerdale
Houston, TX 77042
Attn: Don Gawick, President
Tel: 713-325-6000
Email: don.gawick@cjes.com
30. Vision Exploration LLC Trade $1,798
145 St. Ives Drive
Madison, MS 39110
Attn: Steve Walnkinshaw, President
Tel: 601-607-3227
Fax: 855-426-8624
Email: steve@visionexploration.com
ARAL RESTAURANT: Cash Collateral Use Continued Through Jan. 3, 2020
-------------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Joseph's Transportation, Inc., to use
cash collateral through Jan. 3, 2020 pursuant to the terms and
conditions as identified on the record at the hearing and as
previously allowed.
The Debtor is required to file a further Motion for Use of Cash
Collateral on or before Dec. 16, 2019 and the Court will hold a
hearing on Jan. 3, 2020, at 11:00 a.m. Objections must be filed by
4:30 p.m. on Dec. 23.
A copy of the Order is available for free at
https://tinyurl.com/slfvwcb from Pacermonitor.com
About Aral Restaurant Group
Aral Restaurant Group operates franchise of Friendly's Franchising,
LLC, at different locations in Massachusetts -- in Fall River,
Hyannis, Pembroke, Plymouth, and South Weymouth. On Sept. 26,
2019, each of these branches sought Chapter 11 protection in
Boston, Massachusetts, with Aral Restaurant Group of Fall River,
Inc. (Bankr. D. Mass. Case No. 13256) as the lead case. In the
petition signed by Robert Arruda, president, Aral Restaurant Group
of Fall River was estimated to have assets of not more than $50,000
and liabilities between $1 million and $10 million. Judge Frank J.
Bailey oversees the Debtors' cases. NICHOLSON P.C. is the Debtors'
counsel.
ARIZONA CALL-A-TEEN: Seeks to Hire Keery McCue as Legal Counsel
---------------------------------------------------------------
Arizona Call-A-Teen Youth Resources, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to hire Keery
McCue, PLLC as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its powers
and duties under the Bankruptcy Code and the preparation of a
bankruptcy plan.
The firm's hourly rates range from $135 to $395.
Keery McCue neither holds nor represents any interest adverse to
the Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
Martin J. McCue, Esq.
Patrick F. Keery, Esq.
Keery McCue, PLLC
6803 East Main Street, Suite 1116
Scottsdale, AZ 85251
Tel: (480) 478-0709
Fax: (480) 478-0787
Email: mjm@keerymccue.com
pfk@keerymccue.com
About Arizona Call-A-Teen Youth Resources
Arizona Call-A-Teen Youth Resources, Inc. (ACYR) --
https://acyraz.org/ -- is a tax-exempt, nonprofit organization that
offers services primarily for young people who have either dropped
out or are at risk of leaving high school prior to graduation. It
provides academic, vocational and employment programs to help
individuals discover their potential.
Arizona Call-A-Teen Youth Resources sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-14311) on
Nov. 11, 2019. At the time of the filing, the Debtor had estimated
assets of between $1 million and $10 million and liabilities of
between $500,000 and $1 million. The case has been assigned to
Judge Madeleine C. Wanslee.
ARMAOS PROPERTY: Gets Court Leave to Use Cash Thru Nov. 30
----------------------------------------------------------
James J. Tancredi authorized Armaos Property Holdings, LLC to use
cash collateral for the period from Nov. 1, 2019 through Nov. 30,
2019, pursuant to the budget. The budget provides for $259,206 in
total monthly expenses.
As adequate protection, the Secured Creditors are granted, subject
to the carve-out:
(1) a continuing post-petition lien and security interest in all
prepetition property of the Debtors as existed on the Petition
Date;
(2) a continuing post-petition lien in all property acquired by
the Debtors after the Petition Date of the same type against which
the respective Secured Creditors held validly perfected liens and
security interests as of the Petition Date, provided, however that
the Replacement Liens do not extend to any claims or causes of
action arising under Chapter 5 of the Bankruptcy Code. The
carve-out amount is up to $30,000, over and above the $10,000
retainer held by Walston & Ignagni, P.C., Debtors' accountants.
The Debtors will also pay Access Point Financial weekly adequate
protection payments (i) on account of its Equipment Loan for
$1,555.54 and (ii) on account of its Real Estate Mortgage Loan for
$10,305.61, each payable on or before the Friday of each week this
Order is in effect.
A further hearing to consider further use of cash collateral and
any objections thereto will be held on Nov. 26, 2019 at 10:00 a.m.
Objections must be filed by 5:00 p.m. (prevailing Eastern Time) on
Nov. 22, 2019.
A copy of the Interim Order including the Nov. 2019 budget is
available at https://is.gd/ac8Uqm from PacerMonitor.com free of
charge.
About Armaos Property and Olympic Hotel
Armaos Property Holdings, LLC, owns a 140-room hotel located in
Groton, Connecticut. Sister company Olympic Hotel Corporation
operates the hotel. Armaos and Olympic have been a family owned
business since the hotel opened in 1985.
Armaos Property and Olympic Hotel filed voluntary petitions for the
relief afforded under Chapter 11 of the Bankruptcy Code (Bankr. D.
Conn. Case Nos. 19-20134 and 19-20135) on Jan. 30, 2019. The
petitions were signed by Michael C. Armaos, manager. Joint
administration of the cases has been requested.
At the time of filing, Armaos Property was estimated to have both
assets and liabilities at $1 million to $10 million; and Olympic
Hotel was estimated to have $50,000 to $100,000 in assets and $1
million to $10 million in liabilities.
The Debtors are represented by James Berman, Esq., at Zeisler &
Zeisler, P.C.
ATOKA COUNTY HEALTHCARE: PCO Received No Complaints in 14th Period
------------------------------------------------------------------
Deborah Burian, the duly appointed patient care ombudsman in the
Chapter 9 case of Atoka County Healthcare Authority, submitted her
14th periodic report pursuant to 11 U.S.C. Sec. 333, for the period
of March 24, 2019 to May 22, 2019.
Atoka is certified as a Critical Access Hospital and at the time of
the bankruptcy filing, had been deemed to meet the Conditions of
Participation by Joint Commission on Health Care Accreditation.
The Atoka County Medical Center is also a swing-bed in which the
hospital may use designated available bed for either medical
licensed hospital care or medical licensed skilled nursing.
At the time of the April visit, the temporary manager concern had
been resolved by identifying and placing a new management company,
Carrus Management. Therefore, the Ombudsman did not receive any
complaints during the monitoring period and prays that the Court
approve the PCO report.
A copy of the 14th report is available at
https://tinyurl.com/vdndv7x from PacerMonitor.com free of charge.
Counsel for the PCO:
Mark B. Toffoli
The Gooding Law Firm, P.C.
204 North Robinson Ave., Suite 605
Oklahama City, Oklahama 73102
Tel: (405) 948-1978
Fax: (405) 948-0864
E-mail: mtofolli@goodingfirm.com
A full-text copy of PCO 14th Periodic Report is available at
https://tinyurl.com/t22djba from PacerMonitor.com at no charge.
About Atoka
Based in Atoka, Oklahoma, Atoka County Healthcare Authority
provides health care services. The Healthcare Authority filed for
Chapter 9 bankruptcy protection on Jan. 10, 2017 (Bankr. E.D. Okla.
Case No. 17-80016). The Debtor was estimated to have assets of
less than $50,000, and debt of between $10 million and $50 million.
Jeffrey E. Tate, Esq., at Christensen Law Group PLLC, represents
the Debtor.
AURORA HOME: Gets Court OK on IRS Cash Collateral Pact
------------------------------------------------------
Judge Carl L. Bucki approved the cash collateral stipulation
between Aurora Home Care, Inc., and the Internal Revenue Service
allowing the Debtor to use cash collateral to pay current operating
expenses and to continue in business.
The Debtor's authority to use cash collateral, pursuant to this
Stipulation will immediately terminate upon the occurrence of any
of these events:
* the conversion of the Chapter 11 case to a case under Chapter
7;
* the appointment of a Chapter 11 Trustee;
* the dismissal of the Debtor's bankruptcy case;
* the cessation of the Debtor's normal business operations or
the sale of the Debtor's business.
As adequate protection:
(a) the IRS will be granted a "rollover" replacement lien,
effective as of the Petition Date, on post-petition cash, accounts
receivable, bank accounts, furniture, equipment and chattel paper
of the Debtor, including proceeds thereof, as existed as of the
Petition Date. The post-petition lien to the IRS will be shared
with other secured creditors as they are identified.
(b) the Debtor will make a minimum monthly payment on the
secured pre-petition debt of $4,050, which will be paid on the 1st
of each month, with the first payment due on Nov. 1, 2019 and will
continue each month thereafter until confirmation.
The Debtor said that all funds received from the Petition Date will
be deposited into the DIP account or accounts and that all expenses
during the pendency of this Chapter 11 case will be paid from said
accounts.
A copy of the Stipulation Order is available at
https://is.gd/WNUTqW from PacerMonitor.com free of charge.
About Aurora Home Care
Aurora Home Care, Inc. is a licensed home care services agency
specializing in the provision of excellent private duty nursing
services.
Aurora Home Care, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12012 ) on Sept. 27,
2019. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. The case is assigned to Judge Carl L.
Bucki. The Debtor is represented by Frederick J. Gawronski, Esq.,
at Colligan Law, LLP.
BAGRAT OGANNES: Court Denies Cash Collateral Request
----------------------------------------------------
Bagrat Ogannes was denied approval of its motion to use cash
collateral after the Court considered the objection and arguments
against its cash collateral motion.
About Bagrat Ogannes
Bagrat Ogannes sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 19-12050) on Aug. 14, 2019 in San Fernando Valley, Los Angeles
County, California. The LAW OFFICES OF LIONEL E GIRON is the
Debtor's counsel. Judge Deborah J. Saltzman is assigned the case.
BAN NH LLC: U.S. Trustee Appoints Patient Care Ombudsman
--------------------------------------------------------
Nancy J. Gargula, United States Trustee for Region 21, pursuant to
the order entered by the Court on Aug. 2, 2019, appointed Tony
Fullbright to serve as the patient care ombudsman in connection
with the BAN NH, LLC's nursing home facility.
PCO can be reached at:
Tony Fullbright
Deputy State Long-Term Care Ombudsman
Oklahoma Department of Human Services
Aging Services Office of the State Long-Term Care Ombudsman
50 NE 23rd Street
Oklahoma City, OK 73105-3002
Tel: (405) 521-6734
A full-text copy of the Order is available at
https://tinyurl.com/wkhjepn from PacerMonitor.com at no charge.
About Ban NH, LLC
Ban NH LLC operates a 60-bed skilled nursing facility, currently
housing 55 residents, known as the Betty Ann Nursing Center located
1400 South Main Street, Grove Oklahoma 74344. The managing member
is Christopher F. Brogdon.
Ban NH LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 19-60464) on July 2, 2019. In the
petition signed by the company manager, Christopher F. Brogdon, the
Debtor estimated assets and liabilities of less than $10 million.
Theodore N. Stapleton, P.C., serves as the Company's bankruptcy
counsel.
BETTER USED TRUX: Unsecureds Out of Money Under Plan
----------------------------------------------------
Debtor A Better Used Trux, LLC filed with the U.S. Bankruptcy Court
for the Western District of Oklahoma a plan of reorganization and
disclosure statement.
The claim of ValorBridge exceeds $1,250,000. ValorBridge will
receive all net proceeds from an auction of Debtor's
equipment/inventory.
General unsecured claims of ValorBridge and InTrust Bank -- All of
Debtor's assets are encumbered by the priority lien of ValorBridge.
ValorBridge is undersecured with the result that no distributions
will be made to unsecured creditors.
The 100% of the membership units of Debtor are secured to
ValorBirdge and as such will be extinguished under the plan with no
distribution made to said interest.
The Debtor will hold a no reserve auction of all Debtor inventory
in February of 2020. This auction will be held in cooperation and
with expense allocation on a ratable basis with assets of Vetter
Assets Service, LLC (VAS). An auction fee of 20% will be adequate
to compensate both the auctioneer and pay the expenses of auction
organization including necessary personnel to move assets through
the auction lanes or rearrange equipment on-site for the best sale
appeal to prospective bidders.
Debtor believes that it will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date.
A full-text copy of the Disclosure Statement dated Oct. 31, 2019,
is available at https://tinyurl.com/y3q5nsdj from PacerMonitor.com
at no charge.
About A Better Used Trux
A Better Used Trux, LLC is a trucks and trailers dealer in Oklahoma
City, Oklahoma. A Better Used Trux offers in-house financing. A
Better Used Trux sought Chapter 11 protection (Bankr. W.D. Okla.
Case No.19-11873) on May 8, 2019. In the petition signed by Brian
Vetter, managing member, the Debtor was estimated to have assets of
$100,000 to $500,000 and liabilities of $1 million to $10 million.
Mark D. Mitchell of Mitchell & Hammond is the Debtor's counsel.
BLESSED HOLDINGS: Wants to Defer Plan Hearing by Another 60 Days
----------------------------------------------------------------
Debtor Blessed Holdings Trust, Corp., filed with the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, a third motion for enlargement of time to confirm a small
business plan.
On June 10, 2019, the Debtor filed its Chapter 11 Small Business
Plan. The Court set the joint disclosure statement and
confirmation hearing on Nov. 6, 2019. The Debtor has filed a
Motion to Value relating to the third claim of the City of Miami
Beach, which is set for hearing before the Court on Nov. 13, 2019.
The Debtor is requesting a continuation of the confirmation of the
Chapter 11 Plan and approval of the Disclosure Statement in order
to finalize these short sale and short payoff negotiations and
amend plan treatment as necessary. This is the third request for
extension as the negotiations have been slowed due to the existence
of certain secondary liens, which are being dealt with by the
Debtor through the motions to value.
The Debtor believes that it is more likely than not that the court
will confirm a plan within a reasonable period of time upon
completion of the short sales of the real property. The Debtor
would request a new deadline be set for 60 days after expiration of
the existing deadline, which would make the new deadline January
21, 2020.
The Debtor is represented by:
905 Brickell Bay Drive
Four Ambassadors
Tower II, Mezzanine, Suite 228
Miami, Florida 33131
Telephone: (305) 755-9200
Primary e-mail: rrobles@roblespa.com
Secondary e-mail: nrossoletti@roblespa.com
lmartinez@roblespa.com
About Blessed Holdings
Blessed Holdings Trust Corp., a corporation based in Hialeah,
Florida, is a small business debtor as defined in 11 U.S.C. Section
101(51D).
Blessed Holdings Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on December
11, 2018. At the time of the filing, the Debtor had estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. The case has been assigned to Judge Jay A.
Cristol. The Debtor tapped the Law Offices of Richard R. Robles,
P.A. as its legal counsel.
BOYD GAMING: Moody's Raises CFR to B1, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded Boyd Gaming Corporation's
Corporate Family Rating to B1 from B2, and the company's
Probability of Default Rating to B1-PD from B2-PD. Moody's also
upgraded Boyd's senior secured bank loan rating to Ba2 from Ba3.
Boyd's existing senior unsecured note rating was affirmed at B3.
The outlook is stable.
At the same time, Moody's assigned a B3 to Boyd's proposed $750
million senior unsecured notes. Proceeds from the new notes
offering, along with $41.9 million of borrowings under its
revolving credit facility, will be used to redeem the company's
outstanding $750 million 6.875% senior notes due 2023 and pay the
related premium and fees. Like the company's existing senior
unsecured notes, the proposed notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior
unsecured basis and will rank pari passu in right of payment with
existing and future senior debt.
"The upgrade reflects Boyd's increased diversification resulting
from acquisitions completed in 2018, along with high level of
confidence on Moody's part that Boyd will achieve and maintain
debt/EBITDA on a Moody's adjusted basis of less than 5.25 times
within the next 12-months, the level required for an upgrade,"
stated Keith Foley, a Senior Vice President at Moody's. Boyd's pro
forma debt/EBITDA on a Moody's adjusted basis for the latest
12-months ended September 30, 2019 was 5.5 times.
"With several significant acquisitions behind the company, along
with a stable operating environment, continued, albeit it modest,
EBITDA growth, and about $26 million of scheduled principal debt
repayment, Boyd's debt/EBITDA on a Moody's adjusted basis will drop
to close to 5.0 times within the next 12-18 months," added Foley.
Upgrades:
Issuer: Boyd Gaming Corporation
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Corporate Family Rating (Local Currency), Upgraded to B1 from B2
Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from
Ba3 (LGD2)
Assignments:
Issuer: Boyd Gaming Corporation
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
Affirmations:
Issuer: Boyd Gaming Corporation
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
RATINGS RATIONALE
Boyd's B1 Corporate family Rating reflects the company's
significant size and geographic diversification. The company is the
second-largest regional gaming operator in terms of net revenue and
number of casino assets operated. The expected continuation of
stable regional gaming demand trends is also considered a positive
credit consideration.
Key credit concerns include Boyd's significant leverage. Despite
the expectation of improving leverage, Boyd's expected debt/EBITDA
on a Moody's adjusted basis during the next two years is still
considered high. Market saturation is another concern. While there
have been some recent improvements in overall gaming demand
throughout the US, Boyd and other U.S. regional gaming operators
face casino oversupply conditions and the resulting cannibalization
of customer dollars that is occurring throughout many US gaming
markets.
The stable rating outlook considers that Boyd will generate
significant free cash flow after interest, capital expenditures and
common dividends during the next two years. The stable outlook also
assumes that Boyd will not make any major debt financed
acquisitions during the next 18 months.
Ratings could be upgraded if Boyd demonstrates the ability and
willingness to reduce debt/EBITDA on a Moody's adjusted basis at/or
below 4.5 times. A good liquidity profile and a stable outlook for
regional gaming demand is also required for a higher rating.
Ratings could be lowered if debt/EBITDA remains above 5.25x for an
extended period and/or if Boyd decides to take a more aggressive
long-term financial policy.
Boyd Gaming Corporation owns and operates 29 gaming properties in
ten states: Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana,
Mississippi, Missouri, Ohio, and Pennsylvania. Revenue for the
latest 12-month period ended September 30, 2019 was about $3.3
billion.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
BOYD GAMING: S&P Rates New Unsecured Notes 'B+'; Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '4'
recovery rating to the $750 million of senior unsecured notes due
2027 that U.S. gaming operator Boyd Gaming Corp. plans to issue to
refinance its existing $750 million of senior unsecured notes due
2023.
The transaction is leverage neutral and therefore the 'B+' issuer
credit rating is unchanged, according to the rating agency.
Meanwhile, S&P raised its issue-level rating on the company's
existing senior unsecured notes to 'B+' and revised the recovery
rating to '4', reflecting improved recovery prospects for unsecured
noteholders as a result of prepayment on the company's term loan.
Boyd has been repaying secured debt, reducing leverage, and
increasing recovery prospects for unsecured note holders.
S&P expects improved recovery prospects for unsecured lenders
because Boyd continues to repay senior secured debt. Through the
first nine months of 2019, Boyd has repaid around $95 million in
term loan debt, the majority of which was voluntary. As a result of
the company's optional term loan repayment, S&P now expects there
would be a lower amount of secured debt outstanding in a
hypothetical default, thereby leaving a greater level of value
available for unsecured lenders. S&P therefore revised the recovery
rating on the company's unsecured debt to '4' (30% to 50% recovery)
from '5' (10% to 30% recovery) and raised the issue-level rating to
'B+' from 'B' on the company's unsecured notes."
The stable outlook on Boyd reflects S&P's expectation that the
company will continue generating good levels of discretionary cash
flow over the next two years, which will enable it to further pay
down its debt and improve leverage to the mid-4x area in 2020. This
provides good cushion to S&P's 6x leverage downgrade threshold to
absorb potential operating volatility. S&P also expects Boyd to
maintain lease adjusted EBITDA interest coverage of about mid-3x
through 2020.
"While unlikely given our forecast for the company to have 1x to
1.5x of cushion relative to our downgrade threshold, we could lower
our ratings if we believe Boyd will maintain leverage of more than
6x for an extended period of time. The most likely path, in our
view, would be if the company meaningfully underperforms our
base-case scenario in 2020 or adopts a more aggressive financial
policy than we expect with regard to acquisitions, growth spending,
or shareholder returns," S&P said.
"We could raise our rating on Boyd if the company meaningfully
outperforms our forecast or repays its debt at a
faster-than-expected pace such that we expect the company to
maintain lease adjusted debt to EBITDA under 5x and a FFO-to-debt
ratio of more than 12%, incorporating volatility over the economic
cycle and potential growth investments in its portfolio," the
rating agency said.
BRISTOW GROUP: Names 8 Members of New Board of Directors
--------------------------------------------------------
On Sept. 16, 2019, Bristow Group Inc. and its debtor affiliates
filed with the U.S. Bankruptcy Court for the Southern District of
Texas, Houston Division, a plan supplement in support of the plan.
On Oct. 31, 2019, the Debtors file a second amendment to the plan
supplement, in support of the Plan. The Second Amended Plan
Supplement includes the current drafts of the following documents,
in each case as may be modified, amended, or supplemented from time
to time:
* Exhibit A New Certificate of Incorporation of Reorganized
Bristow Parent
* Exhibit D Stockholders Agreement
* Exhibit J Disclosures on Directors & Officers of Reorganized
Bristow Parent
* Exhibit K Amendment to 2019 Term Loan Facility Credit Agreement
* Exhibit L Restructuring Transactions Memorandum
A full-text copy of the Amendment to the 2019 Term Loan Facility
Agreement is available at https://tinyurl.com/tdjjnye from
PacerMonitor.com at no charge.
Reorganized Bristow Parent will be managed by its Board of
Directors and the members of the Board. The Board will consist of
eight members, appointed pursuant to the terms of the Backstop
Commitment Agreement and New Shareholders' Agreement:
(1) Don Miller - Bristow Parent's Chief Executive Officer
Mr. Miller joined the Debtors in 2010 and was appointed
President and Chief Executive Officer of Bristow Parent in February
2019; he also serves as a member of its board of directors. From
2010 through February 2019 he served in a number of leadership
roles at Bristow Parent including Senior Vice President and Chief
Financial Officer, Senior Vice President, Mergers, Acquisitions and
Integration, Vice President, Mergers, Acquisitions and Integration
and Vice President, Strategy and Structured Transactions.
(2) Robert J. Manzo - Solus Director
Robert J. Manzo is 61 years old and he has been a director of
Visteon since June 14, 2012. Mr. Manzo is the founder and managing
member of RJM I, LLC, a provider of consulting services to troubled
companies, a position he has held since 2005. From 2000 to 2005,
Mr. Manzo was a senior managing director of FTI Consulting, Inc., a
global business advisory firm. He also serves on the board of
directors of ADVANZ PHARMA Corp. Mr. Manzo has extensive experience
advising companies and management in the automotive and other
industries, and possesses financial and accounting expertise.
(3) Wesley Kern - Solus Director.
Mr. Kern has over 20 years of broad-based experience in
corporate, operational, and financial management and currently
serves as a Director for Improve One, LLC, a family office
management firm. Previously, Mr. Kern was Executive Vice President
and Chief Financial Officer of Dublin, Ireland-based Lobo Leasing
Limited and Senior Vice President, Finance of New York-based US
Power Generating Company. Mr. Kern has additionally served as
Chief Financial Officer for Pacific Natural Energy, LLC, an energy
investment banker with Simmons & Company International, and a
management consultant with Ernst & Young. He also served as a board
member for All In Behavioral Health and for Meridian Solar, Inc.
(4) Lorin Brass - SDIC Director
Mr. Brass spent 30 years with Shell Oil Company, which he
joined as a Research Engineer in 1977. Thereafter, Mr. Brass
progressed through a variety of technical and business assignments
primarily in Shell Oil's Exploration and Production divisions in
Texas, California, and Louisiana. He held positions in Corporate
Planning, and was Vice President, Operations for Shell Services
Company, an information technology and services company in the
United States. In 1997 he relocated to The Hague, The Netherlands,
where he became Chief Executive Officer of Shell Services
International, a global information technology company. Thereafter,
he transitioned to Shell International Exploration & Production and
served as Director of Global Business Development from 2000 to
2005, where he was responsible for oil and gas property
acquisitions and divestments around the world. In 2005, he became
Senior Advisor of Business Development for all Shell related
activities, with particular emphasis on corporate acquisitions and
divestments globally. Upon retirement from Shell in June 2006, Mr.
Brass moved back to South Dakota and has served on several boards
including the South Dakota Investment Council (Chr), the South
Dakota School of Mines and Technology Foundation (Chr), the South
Dakota School of Mines and Technology Alumni Association (Chr), and
the Abbey of the Hills.
(5) G. Mark Mickelson - SDIC Director
Mr. Mickelson has nearly 30 years of experience in business
and commercial real estate. Mr. Mickelson is the founder of
Mickelson & Company, LLC, a full-service business finance
consulting firm with an emphasis in the rail industry. He is a
Certified Public Accountant (inactive) and a member of the South
Dakota Bar Association. In 2004 through 2005, Mickelson was a
Partner in Mickelson & Newell which specialized in project based
corporate divestiture work for Lennox International.
(6) Hooman Yazhari - Independent Director
Mr. Yazhari is the co-founder and chairman of the board for
Beyond Capital Fund. From 2018 to 2019 Mr. Yazhari served as the
Chief Executive Officer of Waypoint Leasing. From 2015 to 2018 he
was Senior Vice President, Legal and Administration for CHC
Helicopter. Prior to joining CHC Helicopter, Mr. Yazhari served as
Senior Vice President, General Counsel and Company Secretary for
International Lease Finance Corporation, and as General Counsel for
gategroup. He currently serves on the board of directors of Voyager
Aviation, an aircraft leasing business.
(7) Brian Truelove - Secured Creditors
Director Mr. Truelove has over 39 years of experience in the
global upstream oil and gas industry. Since 2018 he has served on
the board of the Expro Group. From 2011 to 2018, he worked for the
Hess Corporation, most recently as Senior Vice President, Global
Services, which included serving as the Chief Information Officer
(CIO), Chief Technology Officer (CTO), and leading the Supply
Chain/Logistics organization. Prior to assuming this role, he
served as Senior Vice President for Hess' global offshore
businesses and prior to that he was Senior Vice President for
Global Drilling and Completions.
(8) Aris Kekedjian - Chairman of the Board
Mr. Kekedjian advises global companies on finance and merger
and acquisition strategies, drawing on his three decades of Fortune
20 experience. His expertise spans 30 years with General Electric
Company, where he most recently served as chief investment officer.
He was instrumental in the $30 billion merger between GE Oil & Gas
and Baker Hughes, which combined industrial service operations in
120 countries; and led acquisitions in disruptive industries,
including the industrial Internet of Things, 3D printing, life
sciences and renewable energy. Mr. Kekedjian's earlier positions
at GE included roles as deputy treasurer and as managing director,
Latin America. Additionally, as a divisional executive at GE, he
served as global head of financial portfolio management and M&A for
GE Capital; chief financial officer of GE Banking and Consumer
Finance (GE Money) for the Europe, Middle East and Africa (EMEA)
region; and chief executive officer of GE Capital for the MEA
region, among other roles. Mr. Kekedjian serves on the board of
director of XPOLogistics. He formerly served on the board of
directors of transportation geo-technology provider Maptuit (now
Verizon), and on the advisory board of enterprise software company
eMOBUS (now Asentinel). Mr. Kekedjian holds a degree in finance and
international business from Concordia University in Montreal,
Canada.
The Chair of the Board will receive as compensation on an annual
basis (i) $100,000 paid in either Cash or stock options (at the
election of the Chair) and (ii) $200,000 in stock options. Each
other Director will receive as compensation on an annual basis (i)
$75,000 paid in either Cash or stock options (at the election of
each Director), and (ii) $125,000 in stock options. Pursuant to
Section 2.1(h) of the New Shareholders' Agreement, any Directors
that are employed by the party appointing them to the Board will
not receive this compensation from Reorganized Bristow Parent.
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asia
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs 3,000 individuals around the
world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Bristow Group Inc. and its
affiliates. The Committee selected Kramer Levin Naftalis & Frankel
LLP as its legal counsel. Porter Hedges LLP is the Committee's
local and conflicts counsel. Imperial Capital, LLC, is the
Committee's financial advisor, and Perella Weinberg Partners LP is
the investment banker.
CANTRELL DRUG: Sets Bidding Procedures for All Assets
-----------------------------------------------------
Cantrell Drug Co., Inc., and Pharmasite, LLC, ask the U.S.
Bankruptcy Court for the Eastern District of Arkansas to authorize
the bidding procedures in connection with the sale of substantially
all of their assets to Dr. David P. Brown for $3.3 million, subject
to overbid.
The Debtors are contemporaneously filing a motion to jointly
administer both of their chapter 11 cases in the Cantrell Drug
case.
The assets of Debtor Cantrell Drug include the following: (a)
approximately 6,000 square feet of ISO 7 and ISO 8 cleanrooms; (b)
redundant HVAC systems supporting all clean rooms; (c) standby
generator for facility; (d) REESE centralized continuous monitoring
system, GMP complaint (pressure, temperature, and humidity control;
(e) DEA vault and holding cage (f) DEA approved security systems;
(g) access point controlled entry system; (h) stainless steel
cleanroom furniture and ISO 5 laminar-flow work benches; (i)
customers and prospects database; (j) inventory, (k) the Debtor's
names and all trademarks, copyrights and other intellectual
property; (l) equipment and equipment leases; (m) personal
property; (n) contract rights; (p) fixtures and improvements
connected to the Debtors business; and (p) real property used as a
parking lot adjacent to the land and improvements owned by
Pharmasite.
The assets of Pharmasite include real estate and improvements
located at 7323 Cantrell Road, Little Rock, Arkansas.
The Debtors believe it is in the best interest of their creditors
and all parties-in-interest to conduct an auction sale of
substantially all of their assets on an expedited basis. They are
currently in default of their loan agreements with Regions
Financial Corp., and Debtors have experienced inadequate cash flow
to sustain its business operations as a result of ceasing
operations after the entry of a Consent Decree with the United
States Food and Drug Administration. The sale will provide the
only opportunity to realize top value for the assets.
As of April 12, 2019, the Debtors had outstanding secured
indebtedness to Regions Bank on six outstanding loans with the
Debtors, against which the Cantrell Assets and the Pharmasite
Assets serve as collateral, totaling approximately $3.7 million and
to A/R Funding of approximately $30,000 for which the accounts
receivable and inventory of Cantrell Drug serve as collateral, (ii)
Cantrell Drug has outstanding unsecured indebtedness of
approximately $3 million.
Pre-petition, Resurgence Financial Services, LLC ("RFS") was
retained to market the Debtors' Assets and/or business operations
and is to receive a commission of 5% of the total purchase price.
The Debtors have worked with RFS and implemented a completive
bidding process for the Assets, which required executed letters of
intent from qualified bidders.
The Debtors, RFS, and the Debtors' counsel have implemented a
completive bidding process for the Assets, which requires executed
letters of intent from qualified bidders for the sale of the
assets. From these letters of intent, the Debtor has selected the
letter of intent submitted by Dr. David P. Brown as the best offer
for the Assets and to serve as the Stalking Horse Bidder for the
Assets and has negotiated an Asset Purchase Agreement with the
Stalking Horse Bidder.
The APA is for $3.3 million and allocates the purchase price 71.4%
to the Pharmasite Assets and 28.6% to the Cantrell Drug Assets.
The Debtors' primary and first secured creditor as to all of the
Sellers' Assets, Regions Bank, has agreed to accept the greater of
(i) $3 million or (ii) the net proceeds from the sale of the Assets
up to the full amount of its loan indebtedness claims for full and
final satisfaction of its secured indebtedness. Provided, Regions
recovers a net sum of $3 million from the sale of the Assets,
Regions Bank does not object to a carve-out of payment to
Resurgence Financial Services of its 5% commission and to Keech Law
Firm, PA for court approved attorneys' fees up to $75,000. For
further purposes of disclosure, a principal of the Debtor, Dr.
James L. McCarley is negotiating a contract to be employed with the
Stalking Horse Bidder after Closing of the Transaction.
To ensure that the Debtor receives maximum value for the Assets,
the Stalking Horse Bidder will be subject to better offers through
the auction process proposed. Because the Stalking Horse Bidder is
at risk of incurring substantial cost in conducting due diligence
and negotiating the APAs and, potentially being outbid at the
Auction, the Debtor is asking authority to grant the Stalking Horse
Bidder a break-up fee of up to $500,000.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: A date to be set in the Bidding Procedures
Order
b. Initial Bid: A cash purchase price that exceeds the
Purchase Price by at least the sum of the Breakup Fee and $100,000
c. Deposit: $250,000
d. Auction: The Auction will be conducted at the offices of
Keech Law Firm P.A., 2011 South Broadway Street, Little Rock,
Arkansas 72206 at 9:00 a.m. (CT), on the date set forth in the Bid
Procedures Order.
e. Bid Increments: $100,000
f. Sale Hearing: Jan. 22, 2020 at 9:30 a.m.
g. Closing: A proposed closing date that is not later than the
earlier 120 days after the date of the APA or five days after the
Allowed Bidder receives approval for the proposed transaction.
h. The Sale of the Assets will be on an "as is, where is"
basis and without representations or warranties of any kind,
nature.
The Debtor filed the Motion to give advance notice of the date of
the Auction, which the Debtors' request be set for Jan. 15, 2020 at
9:00 a.m., as well as the sale hearing, which they ask be set for
Jan. 22, 2020 at 9:30 a.m., and to establish bidding procedures for
Allowed Bidders that may wish to bid at the Auction.
Finally, the Debtors ask that, pursuant to Bankruptcy Rule 6004(h),
the 14-day stay be waived under the circumstances of the case. It
is in the interest of the Debtors' creditors and bankruptcy estates
that the Sale be consummated as quickly as possible, to minimize
the specialized equipment downtime.
A copy of the APA attached to the Motion is available at
https://tinyurl.com/rxfgelp from PacerMonitor.com free of charge.
About Cantrell Drug
Established in 1952, Cantrell Drug Company --
https://www.cantrelldrug.com/ -- is a privately owned multi-faceted
specialty pharmaceutical company providing sterile and non-sterile
pharmaceutical preparations to meet the needs of patients,
physicians, clinics, and healthcare institutions throughout the
United States. Cantrell Drug is comprised of two divisions: a
state-based custom compounding division primarily designed to
"bridge the gap" with commercial product drug shortages, and a FDA
registered division known as an "Outsource Human Drug Compounder."
Cantrell Drug Company filed a Chapter 11 petition (Bankr. D. Ark.
Case No. 17-16012) on Nov. 7, 2017. James L. Mc Carley, Jr., its
CEO, signed the petition. The case is assigned to Judge Phyllis M.
Jones. The Debtor is represented by Kevin P. Keech, Esq., at Keech
Law Firm, P.A. At the time of filing, the Debtor disclosed $15.11
million in assets and $7.46 million in liabilities.
CAPITAL TRUST: Moody's Rates $17MM Series 2020A/B Bonds 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned Ba1 to Capital Trust Agency's
$17.13 million Educational Facilities Revenue Bonds Series 2020A
and $210,000 Taxable Educational Facilities Revenue Bonds Series
2020B. The Capital Trust Agency is serving as the conduit issuer.
Bond proceeds will be loaned to Imagine-Pasco County, LLC under the
loan agreement with the Agency, and debt service will be paid from
legally available for payment revenues of Imagine School at Land
O'Lakes. A stable outlook has been assigned.
RATINGS RATIONALE
The Ba1 rating reflects a solid competitive profile evidenced by a
the school currently at full enrollment, as allowed by the charter,
a sizeable waitlist, favorable academic performance, and a
fifteen-year charter, which extends to 2028. The rating also
recognizes satisfactory debt service coverage and very weak
liquidity which is expected to improve over the next several
years.
RATING OUTLOOK
The stable outlook reflects the likelihood that the charter's
enrollment trend, academic performance and financial position will
remain satisfactory.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Substantially improved liquidity
- Reduced leverage
- Stronger debt service coverage
- Increased enrollment levels
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Weakening of academic performance
- Deterioration of coverage and liquidity
- Failure to achieve projected enrollment growth
- Reduced level of state funding that impacts bottom line
LEGAL SECURITY
The Series 2020A and 2020B bonds are a limited obligation of the
issuer, consisting of Capital Trust Agency's security interest in
Imagine School at Land O'Lakes school revenue fund and all gross
revenues and the issuer's right to receive payments from the
borrower, Imagine-Pasco County, LLC, a Florida limited liability
company, whose sole member is Imagine Schools Non-Profit, Inc. a
Virginia nonprofit corporation, a 501(c)(3) corporation under the
loan agreement. The bonds are also secured by a mortgage, under
which the borrower has assigned its rights and interests in the
mortgaged property to the trustee for the benefit of bondholders.
USE OF PROCEEDS
Bond proceeds will be loaned to Imagine-Pasco County, LLC and will
be used to purchase the current facilities. The school currently
leased facility.
PROFILE
The school is a K-8 Charter School in Pasco County (Aa2). The K-8
enrollment for the 2019-20 academic year totaled 843 students. The
school has a current wait list of over 500 students.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in September 2016.
CENTURY ALUMINUM: S&P Lowers ICR to 'B-'; Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Chicago-based aluminum producer Century Aluminum Co. to 'B-' from
'B'. The outlook is negative. S&P also lowered its issue-level
rating on Century's senior secured notes to 'B' from 'B+'. The '2'
recovery rating is unchanged.
The time to maturity on Century's debt is about 18 months. The
rating action reflects that Century has not as of yet addressed its
$250 million senior secured notes due June 2021 (the company's
total reported debt balance as of Sept. 30, 2019 was $300 million).
S&P believes the risk of weak aluminum prices persisting might make
it more challenging for Century to refinance its debt. Aluminum
prices have remained subdued this year due to expectations of
declining global aluminum demand and trade uncertainties affecting
commodity prices, despite expectations of an aluminum supply
deficit and low inventory levels. However, alumina prices have
currently come down to roughly $280/ton, compared with $420/ton a
year ago, representing an alumina to London Metals Exchange (LME)
aluminum price ratio of 15.7% under the spot price, which is line
with the long-term historical relationship of about 16%-17%. This
is in stark contrast to the 24% relationship earlier in 2019.
The negative outlook reflects S&P's view of increasing refinancing
risk as the maturity on Century's senior secured $250 million notes
approaches 12 months.
"We could lower the rating on Century in around June 2020 if the
company did not address its June 2021 bond maturity, and we viewed
the company to have an unsustainable capital structure. This would
likely occur due to weak market conditions or potentially
unsupportive capital markets or if we did not expect leverage
ratios to improve in 2020. We could also lower the rating before
the bonds become current if profitability and cash flows were
weaker than expected in the coming quarters, resulting in a
potential liquidity shortfall in the coming 12 months," S&P said.
"We could revise the outlook to stable if the company successfully
refinanced its $250 million notes in the first half of 2020 and if
market conditions improved, leading to more certainty regarding
earnings heading into 2020 and indicative of debt leverage coming
down to more manageable levels of less than 6x," the rating agency
said.
CF INDUSTRIES: Moody's Raises CFR to Ba1, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
CF Industries Holdings, Inc. to Ba1 from Ba2 and the probability of
default rating to Ba1-PD from Ba2-PD. Moody's also upgraded
instrument ratings. The outlook is stable. The speculative-grade
liquidity rating remains SGL-1.
"The upgrade reflects a significant reduction in debt since the
downgrade in 2016 and strong operating performance and cash
generation despite an unprecedented poor planting season in North
America," said Anastasija Johnson, VP-Senior Analyst at Moody's.
Upgrades:
Issuer: CF Industries Holdings, Inc.
Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
Corporate Family Rating, Upgraded to Ba1 from Ba2
Issuer: CF Industries, Inc.
Senior Secured Regular Bond/Debenture, Upgraded to Baa2 (LGD2) from
Baa3 (LGD2)
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD4)
from Ba3 (LGD4)
Outlook Actions:
Issuer: CF Industries Holdings, Inc.
Outlook, Remains Stable
Issuer: CF Industries, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The Ba1 corporate family rating reflects CF's strong position as
the leading global producer of nitrogen fertilizers with world
scale production facilities at the lower end of the global cost
curve, a significant reduction in debt that brings pro forma
leverage as adjusted by Moody's to 2.7 times in the twelve months
ended September 30, 2019 and adjusted EBITDA to interest coverage
of over 7 times, strong cash flow generation with pro forma
retained cash flow to debt close to 30% and strong liquidity. The
rating is constrained by the company's concentration in single
commodity fertilizer nutrient, reliance on the weather-dependent
and seasonal agricultural market and a resultant earnings
volatility. The rating is also constrained by a short period of
operating history with a less levered balance sheet, a lack of
clear growth strategy and current financial policy that implies a
Moody's adjusted leverage over 4 times during the trough.
The rating reflects Moody's expectations of improved fertilizer
demand in 2020 due to higher corn planted acres, which will reduce
inventories in the channel and support some price recovery in
nitrogen fertilizers. Moody's also expects global capacity
additions outside of China to be roughly in line with demand, while
future domestic expansions are minimal. Moody's also expects US
producers, including CF Industries, to retain their cost advantage
on the global cost curve due to projected low natural gas prices.
In this environment, Moody's expects CF to generate flat to
slightly higher earnings in 2020 and maintain credit metrics near
current pro forma levels. However, some risks to this outlook
include continued increase in Chinese urea exports (driven by lower
coal and currency costs), continued commodity crop price weakness
and softening economic environment, which would keep nitrogen
prices below mid-cycle levels.
The announced early retirement of $500 million of notes due in 2020
and $250 million of notes due in 2021, will further reduce the
company's interest expense, supporting already strong cash flow
generation. After this early debt redemption, Moody's expects CF
Industries to use all free cash flow for share repurchases (roughly
$750 million left under the current $1 billion authorization until
the end of 2021) or acquisitions. Moody's does not anticipate
further debt paydown beyond the remaining $250 million of 2021
notes at maturity and any further credit metric improvement would
need to be driven by earnings growth, which Moody's expects to
remain volatile.
This level of debt still implies Moody's adjusted leverage of over
4 times assuming trough EBITDA of about $1 billion and effectively
no free cash flow. The company states it's committed to
investment-grade metrics over the long term, without providing
specific leverage targets. On the third quarter earnings call
management added that it wants to return to investment grade, but
financial policies have been aggressive historically. Given CF's
strong operating performance, debottlenecking projects would only
add limited incremental capacity and future growth would need to
come from either capacity expansions or acquisitions, which could
lead to higher debt levels. The credit rating is constrained by a
short history of operations with a less levered balance sheet and a
lack of clear growth strategy.
CF Industries' strong liquidity (SGL-1) is supported by cash on
hand, availability under its revolver and strong free cash flow
generation. Pro forma for the expected debt pay-down, CF Industries
had over $200 million of cash on hand as of September 30, 2019.
CF's secondary liquidity is provided by its $750 million senior
secured revolving credit facility due in 2020. Moody's expects CF
to renew its facility at the same size as the current revolver. As
of September 30, 2019 there were no borrowings on CF's credit
facility and full availability. The revolver has three maintenance
covenants: maximum total secured debt leverage of 3.75x, minimum
interest coverage of 1.5x and maximum total debt to total
capitalization ratio of 0.6x. Moody's expects the company to remain
in compliance with its covenants.
As a manufacturer of nitrogen fertilizers, CF Industries has
exposure to environmental risks, which could result in significant
compliance expenses, clean-up costs, penalties or other liabilities
relating to handling, manufacture, use, emission, discharge or
disposal of hazardous or toxic material at facilities or the use of
its chemical products. Moody's believes the company has established
expertise in complying with these risks, and has incorporated
procedures to address them in their operational planning and
business models. Governance risk is low, as CF is a public company
with clear and transparent reporting. However, there is short
operating history with lower leverage, which management would need
to balance with the need for growth or capacity expansion over
time.
The stable outlook reflects expectations of a more typical planting
season in 2020 with higher corn planted acres supporting CF volume
and recent improvement in metrics.
Factors that could lead to an upgrade:
Adjusted financial leverage sustained below 3 times and not to
exceed 4 times during trough
Retained cash flow to debt sustained above 25%
Clear articulation of importance of achieving and sustaining
investment grade rating
Clear articulation of the growth strategy
Factors that could lead to a downgrade:
Adjusted financial leverage above 4 times
Retained cash flow to debt below 15%
Substantive deterioration of liquidity
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois,
is a leading global producer of nitrogen-based fertilizers and the
parent company of CF Industries, Inc. CF is the largest global
producer of ammonia and manufactures other nitrogen fertilizers
such as granular urea, urea ammonium nitrate solution and ammonium
nitrate. The company also manufactures other nitrogen products,
such as diesel exhaust fluid, for industrial customers. The company
generated annual revenues of $4.7 billion for the LTM ending
September 30, 2019.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
CHARITY CHURCH: Ranges Buying Cedar Hill Property for $675K
-----------------------------------------------------------
Charity Church asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the sale of the real property
located at 2112 Becky Lane, Cedar Hill, Ellis County, Texas to
Anthony and Beverly Range for $675,000.
Objections, if any, must be filed within 24 days from the date the
Notice was served.
The Debtor included in the Schedule of Assets the Property. He
received a One to Four Family Residential Contract the Buyers. The
Contract provides for sale by Debtor of the Property for the sum of
$675,000. The Property will be sold free and clear of all liens,
claims and encumbrances.
The County of Ellis, City of Cedar Hill, KCMI Capital, Inc. and
Armand Artiga assert liens on or security interests in the
Property. The liens securing payment of the current-year ad
valorem property taxes will remain attached to the property to
secure payment of all ad valorem property taxes assessed on the
property for the current tax year and any penalties and interest
that may accrue thereon. Any valid liens will attach to the
proceeds of the proposed sale in the order of their priority under
applicable law.
The Debtor has or will submit the contract to KCMI Capital, Inc.
for evaluation and acceptance. He asserts that the sale of the
Property will allow for payment in full of valid debts secured by
the Property. As a result, the Debtor believes that KCMI Capital,
Inc. and Armand Artiga will consent to the proposed sale.
In the event that consent for the sale is not given by KCMI
Capital, Inc. and Armand Artiga, or if a dispute exists regarding
the amount owed to KCMI Capital, Inc. and Armand Artiga, the Debtor
asks authority to consummate the sale free and clear of liens,
claims and encumbrances.
If necessary funds sufficient to resolve a disputed claim of Legacy
Bank will be escrowed pending further order of the Court.
The Debtor further asserts that to the best of its knowledge, no
other liens exist on the Property. In the event that any non-tax
lien is found to exist, he believes that either: (i) the holders of
any interest in the Property other than the estate have consented
or will consent to the proposed sale contemplated in the Contract;
or (ii) the interests of any such holders who have not consented to
such sale are in a bona fide dispute; or (iii) any such
non-consenting holders could be compelled, in a legal or equitable
proceeding, to accept a money satisfaction for such interest.
The Debtor states that time is of the essence for consummation of
the proposed sale. The closing on the sale tentatively is
scheduled for Dec. 1, 2019, and the Debtor does not want to risk
losing its buyer by failing to close the sale as scheduled.
The Debtor believes the Contract is fair and reasonable and in the
best interest of the estate and its creditors, and should be
approved pursuant to section 363 of the Bankruptcy Code.
Finally, the Debtor asks the Court to waive the 10-day stay of
Federal Rule of Bankruptcy Procedure 6004(h) to allow the sale to
close as soon as practicable.
A copy of the Contract attached to the Motion is available at
https://tinyurl.com/scs6kh7 from PacerMonitor.com free of charge.
About Charity Church
Charity Church, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 19-42304) on June 3, 2019, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Marilyn D. Garner, Esq., at the Law Offices Of Marilyn D.
Garner.
CLEARWAY ENERGY: S&P Alters Outlook to Negative, Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed the 'BB' issuer credit and issue-level
ratings on Clearway Energy Inc. (CWEN) and its senior unsecured
notes. The '3' recovery rating (estimated recovery: 65%) remains
unchanged.
Meanwhile, S&P revised the outlook on CWEN to negative from stable
based on its view that there is now at least a one-in-three chance
that credit metrics remain stressed for the next 12-18 months.
The rating actions follow CWEN's announcement that it has
repurchased outstanding debt at Agua Caliente Borrower 2 and also
financially supported the debt at CVSR Holdco, prompting S&P to
consolidate that debt and treat it as a corporate-level obligation
going forward. Additionally, uncertainty around the timing of
PG&E's emergence from bankruptcy opens the possibility for an
extended period of stressed cash flows given the cash traps at
PG&E-exposed projects.
As a result of the debt consolidation, credit metrics are weaker
than other 'BB' rated companies, and S&P thinks PG&E's ongoing
bankruptcy could complicate CWEN's ability to receive regular
distributions from PG&E-exposed projects.
Given the cash lockups at some of CWEN's northern California
projects related to PG&E's bankruptcy proceedings, the project
developer has repurchased about $40 million of debt at intermediate
holding company Agua Caliente Borrower 2 while also servicing CVSR
Holdco's outstanding debt to avoid a payment default. At CVSR
Holdco, CWEN signed a forbearance agreement with lenders and will
likely have to continue servicing that debt during PG&E's
bankruptcy. As a result, S&P has added back the $182 million of
debt that's currently outstanding at CVSR Holdco to CWEN's balance
sheet, further stressing forward-looking credit metrics.
The negative outlook on CWEN incorporates S&P's view that credit
metrics will remain pressured, particularly while PG&E bankruptcy
proceedings continue. S&P expects leverage to be over 5.5x during
the bankruptcy but moderate to the 5x range when PG&E emerges. The
rating agency could lower the rating if the PG&E bankruptcy isn't
resolved or credit metrics deteriorate such that debt to EBITDA
remains above 5x over the next few years while FFO to debt
approaches 12%. It could also lower the rating if the contracts are
voided as a means of restructuring PG&E, although it views this as
unlikely at this point.
"We could lower the rating on CWEN if we begin to view PG&E's
emergence from bankruptcy by third-quarter 2020 as very unlikely,
which would point to stressed credit metrics over a longer time
period than currently anticipated. We could also lower the rating
by one notch if debt to EBITDA remains above 5x while FFO to debt
approaches 12% for any other reason, including operational issues
or other stresses that reduce cash flow," S&P said.
"We could revise the outlook back to stable if we view PG&E's
emergence from bankruptcy as imminent over the short term and at
the same time think that credit metrics will improve gradually from
current levels. We could also consider a stable outlook if CWEN
were to take actions to maintain leverage below 5x while FFO to
debt stays well above 12%," the rating agency said.
COROTOMAN INC: Property Sale Evidentiary Hearing Cont. to Jan. 23
-----------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia rescheduled the evidentiary hearing on
the proposed purchase by Central West Virginia Regional Airport
Authority, a creditor of Corotoman, Inc., of the 9.39 acres of land
located on the southern side of Keystone Drive, situated on the
waters of Elk Two Mile Creek, in Elk District, Kanawha County, West
Virginia, in the Runway Protection Zone for Yeager Airport for
$150,000, to Jan. 23, 2020 at 10:00 a.m.
On Sept. 6, 2019, the Creditor Central filed its Motion to Sell
Real Property Free and Clear of Liens. The matter was set for an
evidentiary hearing to be held on Oct. 23, 2019. On Oct. 22, 2019,
for good cause shown and upon agreement of the parties, the Court
entered an Order converting the evidentiary hearing to a scheduling
conference so that the evidentiary hearing could be rescheduled.
At the Oct. 23, 2019 scheduling conference, the Court ordered the
parties' counsel to agree upon a date in which to hold the
evidentiary hearing and file a proposed order. Having consulted
with the Clerk of Court, the counsel for the parties have each
agreed to continue the hearing to any time on Dec. 6, 2019, Jan.
10, 2020, Jan. 23, 2020, or Jan. 24, 2020, whichever will be most
convenient for the Court.
Upon consideration of the counsels' proposed agreed dates, and the
Court being otherwise fully advised, the Court ordered that the
evidentiary hearing will be continued to Jan. 23, 2020 at 10:00
a.m.
About Corotoman Inc.
Corotoman Inc. sought Chapter 11 protection (Bankr. S.D. W.Va. Case
No. 19-20134) on March 29, 2019. In the petition signed by John H
Wellford, III, President, the Debtor was estimated to have assets
in the range of $0 to $50,000 and $100,001 to $500,000 in debt.
The Debtor tapped John F. Leaberry, Esq., at Law Office of John
Leaberry, as counsel.
CROSSROADS HEALTH: No PCO But Monthly Reports Required
-------------------------------------------------------
In accordance with Chapter 11 of the Bankruptcy Code and based on
the unique facts and circumstances present in Crossroads Health
Center, P.L.L.C.'s case, Judge Christopher Lopez ordered that the
bankruptcy court will not order the Office of the United States
Trustee to appoint a patient care ombudsman at this time.
In lieu of ordering the appointment of a patient care ombudsman,
the judge ordered that the Debtor will provide the Texas Medical
Board with a status report signed under penalty of perjury,
containing the following information:
1. Changes inpatient census.
2. Changes in staffing (include ALL retirements, reductions in
force, terminations, and resignations showing name of employee,
tenure and position).
3. All complaints received or reported (attach copies of ALL
letters, emails etc. expressing employee, patient, contractor or
vendor complaints).
4. Mortality statistics.
5. Changes in department budgets.
6. Communications from Medicaid/Medicare (TMB,CMS and all fiscal
intermediaries) advising as to any over payments.
7. Changes inpatient admission criteria.
8. Changes in any department hours, including but not limited to
service hours.
9. Curtailment in supply by any critical vendors.
10. Any/all communications from Physicians relating to patient
care.
The Debtor shall submit each Status Report directly to TMB every 30
days until the earlier of (a) the effective date of a confirmed
plan of reorganization; (b) the cessation of the Debtor's
operations; or (c) dismissal of the Debtor's Chapter 11 case;
A full-text copy of the Order is available at
https://tinyurl.com/rq4dxsk from PacerMonitor.com at no charge.
About Crossroads Health Center
Crossroads Health Center, P.L.L.C., owns and operates an internal
medicine clinic in Victoria, Texas. Crossroads Health Center sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Case No. 19-35441) on Sept. 29, 2019. At the time of the
filing, the Debtor was estimated to have assets of between $500,000
and $1 million and liabilities of between $1 million and $10
million. The case has been assigned to Judge Eduardo V. Rodriguez.
The Debtor tapped the Law Office of Margaret M. McClure as its
legal counsel.
CROWN HOLDINGS: S&P Affirms 'BB+' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed the 'BB+' issuer credit rating on Crown
Holdings Inc. (Crown).
The rating affirmation follows the company's announcement of its
intention to enter into a new $3.25 billion senior secured credit
facility, including $1.65 billion in revolving credit facilities
and a $1.6 million term loan A debt, using the proceeds to retire
its existing secured credit facilities.
Despite difficulties in some of its end markets, Crown continues to
perform generally as expected post the Signode Industrial Group
acquisition and restructuring initiatives, according to S&P.
Meanwhile, S&P has also assigned Crown's proposed $3.25 billion
senior secured credit facility a 'BBB-' issue rating based on a '2'
recovery rating, which reflects its expectation of a substantial
recovery (70%-90%; rounded estimate: 80%) in a default scenario.
Strong global beverage can demand provides further growth
opportunities. Crown's beverage cans continue to be sold out of
can supply in the Americas, Europe, and Asia-Pacific. Global demand
for beverage cans has been historically high, leading to additional
capital investments in new lines globally, including in the U.S.,
Brazil, and Europe. This offsets weakness in beverage cans, notably
an expected loss of a major customer in Colombia, expected softness
from Brexit, and a weakening economy in Turkey. However, the
company has already contracted the volumes from the new production
facilities expected to come on line in 2020, which should support
expected growth in the segment.
The stable outlook reflects S&P's expectation that Crown will
continue to generate strong cash flows as it integrates Signode and
will prioritize deleveraging over shareholder rewards until it
moves back to pre-acquisition leverage. The rating agency expects
debt to EBITDA will remain in the mid-4x area by the end of 2020.
"We could lower the rating if worse operating performance, or more
aggressive financial policies hinder or delay the company's
deleveraging path and we believe adjusted debt-to-EBITDA will
remain above 5x for an extended period," S&P said.
"Although unlikely over the next 12 months, we could raise the
rating on Crown if the company's strong operating performance and
financial policy supported its adjusted debt-to EBITDA approaching
3x with a firm commitment of maintaining such a policy through the
credit cycle and potential acquisitions," the rating agency said.
DEASY ASSOCIATES: Thorndike Buying Plymouth Property for $850K
--------------------------------------------------------------
Deasy Associate, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the private sale of the
vacant real estate known as Lot 25-2 as shown on "Plan of Land at
Little Sandy Pond Road, Plymouth, MA, Lot 25, Prepared for Deasy
Associates" by Land Management Systems, Inc. dated May 28, 2012 and
recorded with the Plymouth County Registry of Deeds at Plan Book 57
Plan 489 and being a portion of the land conveyed to Debtor
described in a deed recorded at Book 35456 Page 66 containing
approximately 11 acres, to Thorndike Development Corp. for
$850,000.
On the Petition Date, Debtor owned the Property in fee simple, and
on information and belief, is presently subject the following liens
and encumbrances:
(a) Mortgage to Hingham Institution for Savings dated Dec. 27,
2007 and recorded at Book 35456 Page 70 (subsequently discharged on
Nov. 21, 2017 at Book 49209 Page 134);
(b) Collateral Assignment of rents to Hingham Institution for
Savings dated Dec. 27, 2007 and recorded at Book 35456 Page 84
(subsequently discharged on Nov. 21, 2017 at Book 49209 Page 134);
(c) Planning Board Covenant with Town of Plymouth Planning
Board dated Nov. 1, 2017 and recorded at Book 49189 Page 323;
(d) Special Permit granted by the Town of Plymouth Planning
Board dated Nov. 13, 2017 and recorded at Book 49189 Page 327;
(e) The Property is also subject to an approved subdivision
creating 15 buildable lots known as “Definitive Subdivision
Lotting Plan 'Sandy Pines' ... Little Sandy Pond Road, Plymouth, MA
Prepared for Deasy Associates, LLC." Prepared by Land Management
Systems, Inc. dated 6-14-17 revised 9-14-17 and approved by the
Plymouth Planning Board on Oct. 30, 2017 and recorded at Plan Book
61 Plan 917;
(f) The Property is also subject to the most recent real
estate tax bill from the Town of Plymouth in an undetermined
amount.
The Debtor desires to sell the property in order to consummate the
Chapter 11 Plan and generate cash to pay allowed claims in
accordance with their priority under the plan.
Steven Spector and Donna Spector of Real Living Realty Group listed
the Property, advertised and marketed the Property and solicited
offers to purchase. They obtained several offers which did not
result in a purchase and sale agreement but eventually on July 19,
2019, James V. McLaughlin manager on behalf of J & P O'Brien Family
Limited Partnership submitted an offer for $850,000 which was
accepted. McLaughlin assigned its rights in the offer to the Buyer
who executed a purchase and sale agreement on Oct. 3, 2019. The
Buyer has, according to the P & S, deposited $100,000 with its
counsel which is being held in escrow. The P & S further provides
for payment of a broker's commission of $29,750 (3.5% of the
purchase price) subject to approval by the Court.
The Debtor believes the proposed sale price of $850,000 is a fair
price for the Property and commensurate with its fair market value.
It anticipates the purchase price will provide sufficient funds to
satisfy all allowed claims and will generate a surplus over and
above the costs of sale and satisfaction in full of all claims. It
proposes to sell the estate's interest in the Property free and
clear of all liens, claims, interests, and other encumbrances
whatsoever.
The Debtor intends to disburse the proceeds to all holders of
allowed claims and anticipates that the net sale proceeds will
produce sufficient funds to the Plan to pay off 100% of all allowed
claims.
The Debtor proposes to distribute the sale proceeds as follows:
a. First, to pay the broker's commission according to the
listing agreement, plus incidental out of pocket expenses as may be
reasonably incurred as may be approved by the Court;
b. Second: to pay all closing costs assessed to the Seller in
the customary manner in Massachusetts, including without
limitation: reasonable attorneys fees in relation to the sale,
purchase and sale agreement negotiation and drafting, deed
drafting, etc., recording fees, deed stamps, and tax adjustments;
etc.
c. Third: the balance to be used to pay all allowed claims in
order of their priority in full, or pro rata if not sufficient.
The Debtor has been developing the site since 2007 and is familiar
with real estate sale practices in Massachusetts pertaining to raw,
vacant land, and states that private sales through brokers are more
likely to reach and target builders, developers and contractors who
are most likely to be interested in acquiring vacant land, and
enables a larger pool of applicants to make offers, and
thus typically generate higher sales prices, which is in the best
interest of the estate as well as the Debtor and creditors.
The sale does constitute the sale of all or substantially all of
the Debtor's assets, and is pursuant to the terms of its confirmed
Chapter 11 plan, therefore no abbreviated equivalent of a
disclosure statement is necessary. The full disclosure statement
is on record at the Court as is the Chapter 11 Plan and Order of
Confirmation.
The Buyer has been granted access to the Property and has the right
to perform due diligence for a period of 45 days from and after
execution of the P & S (Oct. 3, 2019). The closing will be six
months from the expiration of the due diligence period; however the
Buyer is entitled to two additional three-month extensions thereof
upon payment of an additional non-refundable deposit of $50,000 for
each extension.
The Buyer has 45 days to investigate the development potential and
suitability of the Property for its needs and may cancel the P & S
and obtain a refund of its deposit if not satisfied with the result
of its investigation.
Finally, the Debtor asks the Court to waive the 10-day appeal
period set forth in Fed. R. Bankr. P. 8002 in order to permit the
proposed sale to proceed as scheduled.
A copy of the Agreement attached to the Motion is available at
https://tinyurl.com/sdcrbut from PacerMonitor.com free of charge.
About Deasy Associates
Deasy Associates, LLC, owner of an 11.24-acre parcel of land in
Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D.
Mass., Case No. 14-41882) on Aug. 25, 2014. The case is assigned
to Judge Christopher J. Panos. The Debtor is represented by
Michael J. Tremblay, Esq., and Matthew W. McCook, Esq.
DELTA HOSPICE: U.S. Trustee Appoints Dr. Stacy as PCO
-----------------------------------------------------
Peter C. Anderson, the United States Trustee for the Central
District of California, Region 16 appointed Dr. Timothy J. Stacy as
patient care ombudsman for Delta Hospice of California, Inc. The
Patient Care Ombudsman will perform the duties required by Section
333 of the Bankruptcy Code.
The PCO can be reached at:
Dr. Timothy J. Stacy
5268 Huckleberry Oak Street
Simi Valley,
CA 93063
Phone: (805) 208-0434
A full-text copy of Trustee Appointment is available at
https://tinyurl.com/qlvaur5 from PacerMonitor.com at no charge.
About Delta Hospice
Delta Hospice of California, Inc., is a hospice care services
provider in Chino, California.
Delta Hospice of California sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 19-19750) on Nov. 1, 2019. The Debtor was
estimated to have assets of $1 million to $10 million and
liabilities of the same range as of the bankruptcy filing. The LAW
OFFICE OF DAVID AKINTIMOYE is the Debtor's counsel.
DOVE REAL ESTATE: Allowed to Use Cash Collateral on Final Basis
---------------------------------------------------------------
Judge Erithe Smith of the Bankruptcy Court authorized Dove Real
Estate & Association Management LLC to use cash collateral on a
final basis.
The Debtor is authorized to use cash collateral (a) solely in
accordance with and pursuant to the terms and provisions of the
Final Order; and (b) only to the extent required to pay those
ordinary and necessary expenses enumerated in the Cash Collateral
Budget as and when such expenses become due and payable.
As adequate protection, all Secured Creditors will be granted duly
perfected replacement liens on all postpetition assets of the
Debtor's estate, except any avoidance actions, to the same extent,
validity and priority of the Secured Creditors' prepetition liens
and security interests in the Debtor's assets.
A copy of the Final Order is available for free at
https://tinyurl.com/r4dm7a3 from Pacermonitor.com
About Dove Real Estate
Dove Real Estate & Association Management LLC filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 19-13770) on Sept. 27, 2019, in
Santa Ana, California. In the petition signed by its CEO, Kevin
Shelton, the Debtor was estimated to have assets of less than
$100,000 and debt under $1 million. WEINTRAUB & SELTH APC is the
Debtor's counsel.
DREAM BIG RESTAURANTS: Seeks Approval to Lease New Office
---------------------------------------------------------
Dream Big Restaurants LLC requests the Bankruptcy Court for the
District of South Carolina to lease certain office space in
Greenville, South Carolina from Green Gate Office Park (Landlord).
On the Petition Date, the Debtor operated eight McDonald's
franchises in Greenville and Greer, South Carolina from a
centralized location comprised of 1,851 square feet of leased
office space in Greenville (Old Office).
The New Office costs approximately $1,500 per month less than the
Old Office.
About Dream Big Restaurants
Dream Big Restaurants LLC operates McDonald's restaurant franchises
at eight locations in Greenville and Greer, South Carolina.
The Company sought Chapter 11 protection (Bankr. D.S.C. Case No.
19-05090) on Sept. 27, 2019, in Spartanburg, South Carolina. In
the petition signed by Phillip K. Wilkins, authorized member, the
Debtor was estimated to have assets at $1 million to $10 million
and liabilities at $10 million to $50 million. The Hon. Helen E.
Burris is the case judge. SKINNER LAW FIRM, LLC, is the Debtor's
local counsel; and SCHAFER AND WEINER, PLLC, is the Debtor's
general counsel.
DUNCAN MORGAN: Trustee's $214K Sale of Raleigh Property Approved
----------------------------------------------------------------
Judge David M. Warren of the U.S. Bankruptcy Court of the Eastern
District of North Carolina authorized the private sale by Kevin L.
Sink, the Chapter 11 Trustee of Duncan Morgan, LLC, of the real
property located at 2331 Putters Way, Raleigh, North Carolina to
Irene C. Peros for $213,500.
The sale is free and clear of any and all liens, encumbrances,
rights and claims.
The Trustee is authorized to sell the Real Property in accordance
with the terms of the Offer.
The 6% real estate commission to be paid to the Realtor is
approved.
The Court waived the 14-day stay under Rule 6004(h).
A copy of the Contract attached to the Motion is available at
https://tinyurl.com/yxcua49k from PacerMonitor.com free of charge.
About Duncan Morgan
Duncan Morgan LLC is primarily engaged in renting and leasing real
estate properties.
Duncan Morgan sought Chapter 11 protection (Bankr. E.D.N.C. Case
No. 19-03113) on Oct. 10, 2019. The Debtor was estimated to have
$1 million to $10 million in assets and liabilities as of the
bankruptcy filing.
The Hon. David M. Warren is the case judge.
J.M. Cook, Esq., is the Debtor's counsel.
Kevin L. Sink was appointed as Chapter 11 trustee on Aug. 21, 2019.
The Chapter 11 Trustee can be reached at:
Kevin L. Sink
NICHOLLS & CRAMPTON, PA.
P.O. Box 18237
Raleigh, NC 27619
Telephone: 919-781-1311
Facsimile: 919-782-0465
E-mail: ksink@nichollscrampton.com
DURA AUTOMOTIVE: Sets Bid Procedures for Substantially All Assets
-----------------------------------------------------------------
Dura Automotive Systems, LLC and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of their
Revised Proposed Order reflecting the changes that were made from
their proposed bidding procedures in connection with the auction
sale of substantially all assets.
On Oct. 23, 2019, the Debtors filed with the U.S. Bankruptcy Court
for the Middle District of Tennessee the Debtors' Motion for Entry
of an Order (I) Authorizing the Debtors to Perform Obligations
Related to the Stalking Horse Bid, (II) Approving Bidding
Procedures With Respect to Substantially All Assets, (III)
Approving Contract Assumption and Assignment Procedures, (IV)
Scheduling Bid Deadlines, an Auction, and the Hearings and
Objection Deadlines Related Thereto, and (V) Approving the Form and
Manner of Notice Thereof [Case No. 19-06741, Bankr. M.D. Tenn.
Docket No. 154].
Attached to the Motion as Exhibit A was a proposed order granting
the Motion ("Initial Proposed Order").
Attached to the Notice as Exhibit 1 is the Revised Proposed Order
granting the Motion.
Attached to the Notice as Exhibit 2 is a redline of the Revised
Proposed Order reflecting those changes that were made from the
Initial Proposed Order.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 22, 2020 at 5:00 p.m. (ET)
b. Initial Bid: Provide for a Purchase Price equal to or
greater than the Purchase Price stated in the Stalking Horse
Purchase Agreement (which is comprised of (A) the Credit Bid Amount
if any), or the portion thereof allocable to the Assets proposed to
be acquired in such Bid, as to each, including (a) cash
consideration, (b) assumption of liabilities, (c) payment of cure
claims, plus (x) the Expense Reimbursement, if any, plus (y) the
Break-Up Fee, if any, plus (z) the minimum overbid amount of
$500,000.
c. Deposit: 10% of the cash consideration of the Bid Value
d. Auction: If there are two or more Qualified Bids received
in accordance with the Bid Procedures, the Auction will take place
on Jan. 27, 2020 at 10:00 a.m. (ET) at the offices of Kirkland &
Ellis LLP, 601 Lexington Avenue, New York, New York 10022, or such
other place and time as the Debtors will notify all parties in
interest attending the Auction.
e. Bid Increments: $500,000
f. Sale Hearing: Feb. 10, 2020 at (TBD) (ET)
g. Closing: Feb. 19, 2020
h. Sale Objection Deadline: Jan. 30, 2020 at 5:00 p.m. (ET)
In accordance with the Bidding Procedures, the Debtors may enter
into a Stalking Horse Agreement, subject to higher or otherwise
better offers at the Auction. Absent furtherorder of the Court,
any Stalking Horse Agreement must limit the break-up fee (if any)
to an amount no greater than 3% of the cash portion of the purchase
price, and limit the expense reimbursement, if any, in an amount no
greater than $750,000.
A hearing on the Motion is set for Nov. 18, 2019 at 11:00 a.m.
(ET). The objection deadline is Nov. 14, 2019 at 4:00 p.m. (ET).
A copy of the Exhibits is available at https://tinyurl.com/u487u7x
from PacerMonitor.com free of charge.
About Dura Automotive Systems
Dura Automotive Systems, LLC, together with its affiliates, is an
independent designer and manufacturer of automotive systems,
including mechatronic systems, exterior systems, and lightweight
structural systems, among others. It is nationally certified in
the United States by the Women's Business Enterprise Council, and
operates 25 facilities in 13 countries throughout North America,
South America, Europe and Asia. Headquartered in Auburn Hills,
Mich., the company -- https://www.duraauto.com/ -- employs
approximately 7,400 individuals.
Dura Automotive Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 19-06741) on Oct.
17, 2019.
At the time of the filing, the Debtors had estimated assets of
between $100 million and $500 million and liabilities of between
$100 million and $500 million.
The cases have been assigned to Judge Randal S. Mashburn.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as bankruptcy counsel; Bradley Arant Boult
Cummings LLP as local counsel; Portage Point Partners, LLC as
restructuring advisor; Jefferies LLC as financial advisor and
Investment banker; and Prime Clerk LLC as claims agent.
EAGLE SUPER: S&P Lowers ICR to 'CCC+'; Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Eagle Super
Global Holding B.V. to 'CCC+' from 'B-' after it downgraded the
issuer credit rating on the company's parent company, Shandong Ruyi
Technology Group Co. Ltd. (Ruyi), to 'CCC+' with a negative
outlook.
Meanwhile, S&P lowered its ratings on the company's senior secured
debt to 'CCC+' from 'B-'. The recovery rating remains '4'.
The downgrade of Eagle Super Global Holding B.V. (doing business as
The LYCRA Company) reflects S&P's view of the company's credit
quality based on the deterioration of parent, Ruyi's, liquidity.
The outlook is negative on S&P's issuer credit rating on The LYCRA
Company to reflect the possibility that Ruyi could impair The LYCRA
Company's credit quality further as it addresses its own weakened
liquidity.
The negative outlook reflects the possibility of extraordinary
negative intervention from the group, including a meaningful
dividend from LYCRA to the parent, which could cause weaker credit
quality at The LYCRA Company.
In its base case, S&P expects total debt to adjusted EBITDA will
remain around 6x and FFO to debt to be slightly less than 10% on a
weighted average basis. S&P has not factored in any significant
debt-funded acquisitions or shareholder rewards in its base case,
and it bases its ratings on the assumption of control by Ruyi.
S&P could further lower the rating over the next 12 months if it
comes to expect that management is not committed to maintaining
current leverage levels, or if it expects the owners will take
dividends or that The LYCRA Company will provide support that
weakens its liquidity or debt leverage. S&P could also lower the
rating if credit quality at Ruyi deteriorated further. This could
occur if Ruyi cannot make meaningful progress in its asset
monetization in the next month or if the dispute between Ruyi and
creditors escalates, which could in turn hurt The LYCRA Company's
credit quality. Specifically, S&P could lower its rating on The
LYCRA Company if it sees leverage rising to unsustainable levels,
with debt to EBITDA approaching 10x. This could occur if organic
revenue growth fell by 2% and EBITDA margins deteriorated 500 basis
points (bps) beyond S&P's expectations. An economic downturn in any
of the company's key markets, especially the apparel segment, could
also result in a negative rating action given The LYCRA Company's
notable product concentration in spandex.
S&P said it could also lower the rating if the company's liquidity
deteriorated such that sources did not exceed uses by more than
1.2x or if its covenant were pressured
"We could revise the outlook to stable over the next 12 months if
the liquidity pressures at the parent were to become less material
to The LYCRA Company's credit quality. We could raise our ratings
if we took a positive rating action on Ruyi, which could occur if
they successfully execute their asset monetization plans, resolve
their dispute over the mezzanine credit facility, and if these
steps improve Ruyi's access to credit markets," the rating agency
said.
ELEVATED ANALYTICS: Unsecureds to Get Full Payment Over 6 Months
----------------------------------------------------------------
According to its Disclosure Statement, debtor Elevated Analytics
Holdings, LLC, filed with the U.S. Bankruptcy Court for the
District of Utah, Central Division, filed a First Amended Chapter
11 Plan, which contemplates repayment in full of all unsecured
claims, either through operating profits, estate cash, or further
investment.
Classes P1 and P2 are comprised of parties holding priority
unsecured claims. The Reorganized Debtor will repay all Class P1
claims in full with Plan Interest over 6 months. The Reorganized
Debtor will repay all Class P2 claims in full with Plan Interest
over 30 months, or at the claim-holder's option allow the
claim-holder to convert its claim to equity in the Reorganized
Debtor.
Class U1 shall consist of all Non-Insider General Unsecured Claims.
The participants of the U1 class comprise Allowed Claims totaling
not more than $23,750.00. The holders of these claims shall have
the option to convert all or part of their claims to Class U5;
otherwise, the Reorganized Debtor will repay these claims over
twenty-four months with interest at the Plan Rate through the date
of payment, with regular quarterly payments of principal and
interest commencing not later than two years after the Effective
Date, and continuing through the twenty-four month period
thereafter, unless paid in full or compromised before that time.
Class E1 shall consist of all individuals or entities that held
membership interests, either matured or unmatured, in the Debtor on
the Petition Date. Confirmation of the Plan shall terminate all
class E1 claims. Ownership of the Reorganized Debtor will vest in
the individuals and entities.
The Plan contemplates only minimal if any payments immediately upon
the Effective Date, with the majority of payments commencing at
least six months after the Effective Date. The Reorganized Debtor
shall use either borrowed funds or estate cash to pay all amounts
required under the Plan to be paid as of the Effective Date.
A full-text copy of the Disclosure Statement dated Nov. 5, 2019, is
available at https://tinyurl.com/y5qwzg2z from PacerMonitor.com at
no charge.
About Elevated Analytics Holdings
Elevated Analytics Holdings, LLC, provides timely and comprehensive
computational analysis for customers in the CPI/HPI. Formed in
2018, the Company previously operated as either of two now
wholly-owned subsidiaries: Elevated Analytics LLC and Air Stations
LLC.
Elevated Analytics Holdings, based in Provo, UT, filed a Chapter 11
petition (Bankr. D. Utah Case No. 19-20541) on Jan. 30, 2019. In
the petition signed by Patrick B. Keegan, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Kevin R. Anderson oversees the case. T.
Edward Cundick, Esq., at Prince Yeates & Geldzahler, serves as
bankruptcy counsel to the Debtor.
EMPREQUEKAS LLC: Taps H. Anthony Hervol as Legal Counsel
--------------------------------------------------------
Emprequekas, LLC, received approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire the Law Office of H.
Anthony Hervol as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its powers
and duties under the Bankruptcy Code and the preparation of a
bankruptcy plan.
The firm charges an hourly fee of $285. It received a retainer of
$14,217, plus $1,717 for the filing fee.
H. Anthony Hervol does not represent any interest adverse to the
Debtor and its bankruptcy estate, according to court filings.
The firm can be reached through:
H. Anthony Hervol, Esq.
Law Office of H. Anthony Hervol
4414 Centerview Dr, Suite 207
San Antonio, TX 78228
Tel: (210) 522-9500
Fax: (210) 522-0205
Email: hervol@sbcglobal.net
About Emprequekas LLC
Emprequekas, LLC, a privately held company that operates in the
food service industry, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 19-52513) on Oct. 25,
2019. At the time of the filing, the Debtor had estimated assets
of between $500,000 and $1 million and liabilities of between $1
million and $10 million. The case has been assigned to Judge
Ronald B. King.
ENVISION HEALTHCARE: S&P Lowers Long-Term ICR to 'B'; Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered the long-term issuer credit rating on
U.S. physician staffing and ambulatory services company Envision
Healthcare Corp. to 'B' from 'B+' and its issue-level ratings on
the company's senior secured and senior unsecured debt to 'B' and
'CCC+'. The recovery ratings remain '3' and '6', respectively.
"Based on much lower-than-expected cash flow generation, we are
simultaneously revising our assessment of Envision's liquidity to
adequate from strong," S&P said.
The downgrade results from several quarters of underperformance due
to higher-than-expected costs, lower payments from several payors,
and adverse payment changes in its renegotiated contract with
United Healthcare.
Given ongoing legislative scrutiny on out-of-network billing, the
company has incurred higher-than-expected costs for lobbying and
advocacy efforts. S&P believes legislation will address
out-of-network billing poses event risk to Envision and its peers,
it views the outcome of these debates as uncertain and do not
currently incorporate any changes to the current billing regime
into our base-case projections.
The renegotiated contract with United Healthcare for 2019, which
resulted in lower payment rates for Envision, and costs associated
with integration and lobbying efforts were key contributors to
lower than expected EBITDA and cash flow deficits on a year-to-date
basis. S&P expects results in the second half of 2019 and in 2020
to show significant improvement as transaction and integration
costs ease in late 2020, and from the successes to-date in its
initiatives to reduce costs and improve billing and collection
capabilities. However, S&P does not expect EBITDA or cash flow to
achieve the levels it previously anticipated. S&P now thinks
leverage will be in excess of 9x in 2019, declining to about 8.5x
in 2020. This is much higher than the rating agency's prior
estimate for leverage of about 6x in 2020.
Our negative outlook reflects risks to S&P's base-case expectation
that Envision's efforts to improve its billing and collections will
result in better cash flow of about $75 million in 2020, with
further improvement in 2021.
"We could lower the rating if the company does not make progress in
its effort to reduce costs and improve margins by optimizing
revenue through the overhaul of its billing/collection efforts.
Specifically, if we no longer believe leverage will fall below 8.5x
and discretionary cash flow after minority interest payments will
improve to at least $75 million, we would lower the rating. We
could also lower the rating if the company resumes debt-financed
acquisitions before showing clear signs of progress toward
improving cash flow," S&P said.
"We could affirm the 'B' rating and assign a stable outlook if we
believe the company is on track to meeting our base-case scenario.
We believe for this to occur it would most likely be driven by the
success of its current initiatives and the absence of additional
adverse contractual events. Under this scenario, we would also need
to be confident that free operating cash flow to debt would
continue improving in 2021, reaching about 2.5%, the rating agency
said.
ENVIVA PARTNERS: S&P Rates New $450MM Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Enviva Partners L.P.'s proposed $450 million
senior unsecured notes due 2026. The '5' recovery rating indicates
S&P's expectation for modest (10%-30%; rounded estimate: 15%)
recovery in a payment default scenario.
The partnership will use the proceeds from these notes to repay its
existing ($355 million principal amount) senior unsecured notes due
2021, pay any related redemption premium, and repay outstanding
borrowings under its senior secured revolving credit facility.
ERNEST VICKNAIR: DA's $210K Sale of Thibodaux Property Approved
---------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Patrick J. Gros, the Disbursing
Agent of Ernest A. Vicknair, Jr., to sell the Debtor's real
property and improvements thereon located in the Parish of
Lafourche, State of Louisiana and described as 202 Highway 20,
Thibodaux, Louisiana, Lafourche Parish Parcel NO. 0063092855, to
Sammy and Cassie Vedros, or their designee(s) for $210,000.
A hearing on the Motion was held on Nov. 6, 2019.
The sale is "as is, where is" basis without warranties, and free
and clear of all liens, claims, or interests, with the liens,
claims, or interests being referred and attaching to the proceeds
of the sale.
Upon the closing of the Sale, all liens, claims, or interests are
unconditionally released as to 202 Highway 20, but not from the
proceeds of the Sale as provided in the foregoing paragraph, and
the Clerk of Court for Terrebonne Parish is authorized to cancel
all such liens, claims, and interests as to only the Debtor's
interests in 202 Highway 20.
The Disbursing Agent is authorized to receive and retain the net
proceeds of the Sale of 202 Highway 20 for distribution pursuant to
the terms of the Plan.
The Order will be effective immediately upon entry and no automatic
stay or execution pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect
to the Order.
The counsel for the Disbursing Agent will serve the Order on the
required parties who will not receive notice through the ECF system
pursuant to the Federal Rules of Bankruptcy Procedure and the Local
Rules of this Court and file a Certificate of Service to that
effect within three days.
About the Debtor
Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017.
The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm,
LLC, as counsel.
On April 9, 2018, the Court confirmed the Debtor's Plan of
Reorganization as of Dec. 4, 2017 with Immaterial Modifications as
of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the
Disbursing Agent.
On June 21, 2018, the Court approved Tiffany Mohre and Kathy
Neugent as realtors.
FISHING VESSEL OWNERS: Hires Bush Kornfeld as Counsel
-----------------------------------------------------
Fishing Vessel Owners Marine Ways, Inc., and affiliate Seattle
Marine Works, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Bush Kornfeld LLP as bankruptcy counsel.
The professional services to be rendered by Bush Kornfeld as
bankruptcy counsel in these cases include:
a. Giving the Debtors legal advice with the respect to their
powers and duties as debtors-in-possession in the continued
operation of their business;
b. Preparing on behalf of the Debtors all necessary
applications, answers, motions, orders, reports, and other legal
papers;
c. Representing the Debtors with respect to preparing,
negotiating, submitting and seeking confirmation of a plan of
reorganization, consummation of the transactions contemplated
therein, and any other matters that may arise during these cases;
d. Taking necessary action to avoid any liens subject to the
Debtor’ avoidance powers;
e. Assisting the Debtors in review of and administration of
all claims; and
f. Performing any and all other legal services for the
Debtors as may be necessary in these bankruptcy cases.
James L. Day, a partner at Bush Kornfeld LLP, attests that Bush
Kornfeld represents no other entity in connection with these cases,
is not a creditor of the estate, and represents or holds no
interest adverse to the interests of the estate with respect to the
matters on which it is to be employed. Mr. Day says Bush Kornfeld
is a "disinterested person" within the meaning of sections 101(14)
and 327 of the Bankruptcy Code. As of the petition date of
September 23, 2019, Bush Kornfeld LLP was owed no amount by the
Debtors.
Mr. Day has an hourly billing rate of $510. The hourly billing
rate for professionals and other support personnel in this firm who
may perform services for the Debtor ranges from $75 to $510. These
rates may be adjusted on an annual basis to reflect market
conditions. As of the Petition Date of September 23, 2019, Bush
Kornfeld holds $47,320.00 in its trust account as a retainer for
post-petition work.
About Fishing Vessel Owners Marine Ways
and Seattle Machine Works
Fishing Vessel Owners Marine Ways, Inc. --
https://www.fishingvesselowners.com/ -- and affiliate Seattle
Machine Works, Inc., are a full-service shipyard and machine shop
located in the heart of Ballard's Fishermen's Terminal. They
specialize in working with steel and wood fishing vessels,
tugboats, house boats, cruise boats and yachts.
Fishing Vessel Owners Marine Ways, Inc. and affiliate Seattle
Machine Works, Inc., sought Chapter 11 protection (Bankr. W.D.
Wash. Case Nos. 19-13502 and 19-13504) in Seattle, Washington, on
Sept. 23, 2019. In the petitions signed by Dan Payne, president
and CEO, Fishing Vessel reported $1,238,197 in total assets and
$1,459,312 in total liabilities; and Seattle Machine reported
$339,544 in total assets and $238,234 in total liabilities. Judge
Marc Barreca is assigned the Debtors' cases. Bush Kornfeld LLP
represents the Debtors.
FLEETWOOD ACQUISITION: Hires Industrial Recovery as Auctioneer
--------------------------------------------------------------
Fleetwood Acquisition Corp. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to (i) authorize them
to enter into the Auctioneer Agreement with Industrial Recovery
Service, Inc.; (ii) authorize them to retain and employ the
Auctioneer pursuant to the terms of the Auctioneer Agreement; and
(iii) authorize their procedures for sales of assets free and clear
of all interests.
In connection with their efforts to streamline their businesses
through these Cases, the Debtors intend to discontinue operations
in Pennsylvania. In connection therewith, certain of their assets
will no longer be necessary for operations and they've determined
that the best path to maximize the value of these assets is through
a cost-effective and efficient sale process. More specifically,
the assets to be monetized consist of: (i) industrial machinery and
equipment; (ii) office furniture, equipment and supplies; (iii) raw
materials; (iv) finished fixtures and products; and (v) customer
branded fixtures.
As to the Inventory and Branded Inventory, the Debtors intend to
sell these assets directly to their customers or to other strategic
purchasers in the fixturing industry. To effect those sales and
concurrently with the Motion, the Debtors are filing a motion for
approval of procedures for sales of miscellaneous assets.
Subject to the Court's approval, the Auctioneer has been retained
to conduct an online auction to liquidate the Industrial Equipment,
the Office Equipment, and the Raw Materials ("Auction Assets")
pursuant to the terms and conditions set forth in the Auctioneer
Agreement.
Subject to Court approval, the Debtors and the Auctioneer have
negotiated the Auctioneer Agreement, which contains the following
relevant terms:
a. Retention of Auctioneer: The Debtors will retain
Auctioneer, as its exclusive agent, to sell the Assets by online
auction. The Auctioneer will provide the Debtors with the
following services with respect to the conduct of the sale:
i. Conduct the Auction, sell the Auction Assets, and
coordinate removal of the Auction Assets by, and at the expense of,
the Successful Purchasers of each of the Auction Assets pursuant to
the terms and conditions of the Auctioneer Agreement and consistent
with the order approving the Motion;
ii. Establish reasonable, anticipated auction values for
each of the Auction Assets and set minimum prices ("Reserve
Prices") for each of the Auction Assets (or, as applicable, groups
of related Auction Assets ("Lots”));
iii. Determine and implement appropriate advertising to
effectively sell the Auction Assets and maximize value to the
Debtors and their estates generated in connection therewith; and
iv. Provide such other related services deemed necessary
or prudent by the Seller and the Auctioneer under the circumstances
giving rise to the Sale.
b. Sale Terms:
i. Auctioneer will sell the Assets "as is and where is,"
without any representation of any kind or nature whatsoever,
including as to merchantability or fitness for a particular purpose
and without warranty or agreement as to the condition of such
Assets.
ii. The Successful Purchasers are good faith purchasers
for value within the meaning of section 363(m) of the Bankruptcy
Code and, therefore, are entitled to the full protections of that
provision and any other applicable or similar bankruptcy or
non-bankruptcy law.
iii. Any restrictions, obligations, or other provisions
having the effect of interfering with the Debtors' and the
Auctioneer's ability to conduct the Auction and sell the Auction
Assets, whether imposed by (a) state or local laws, ordinances,
rules, or regulations or (b) provisions of the Pennsylvania
Facility Lease or any related agreement, are waived with respect to
the Debtors, the Auctioneer, and any of their respective agents in
connection with the Auction and related sales.
c. Auctioneer's Commission, Expenses, and Buyer's Premium:
i. The Auctioneer will be entitled to a 5% commission of
the selling price for each of the Auction Assets sold pursuant to
the Auctioneer Agreement. Additionally, Auctioneer will be
entitled to retain a 15% buyer's premium charged to all purchasers
of the Auction Assets. Such buyer's premium will be retained by
the Auctioneer and will not be considered "proceeds" of the
proposed sales or a disbursement by the Debtors’ estates.
ii. The Auctioneer will advance all costs and expenses
incurred in connection with the services provided pursuant to the
terms of the Auctioneer Agreement. The Auctioneer will be entitled
to and expense reimbursement "set up fee" of $25,000 for costs and
expenses incurred in connection with its services. To the extent
Auctioneer incurs costs or expenses in excess of $25,000 in
connection with the terms of the Auctioneer Agreement, the
Auctioneer will not be entitled to reimbursement such costs or
expenses.
d. The Cataloguing and Auction Process
i. Immediately following entry of an order authorizing
the Auctioneer's retention, the Auctioneer will begin advertising
the Auction. The Auctioneer will continue to market the Auction
Assets to potentially interested parties on a consistent basis
through the conclusion of the Auction.
ii. Prior to the commencement of the Auction, the
Auctioneer will conduct an on-site review and cataloging of the
Auction Assets so that such assets are effectively organized,
catalogued, marketed, and offered for sale at the Auction.
iii. To the extent not previously stated in the Auctioneer
Agreement, the Auctioneer and the Debtors will agree upon
additional Reserve Prices for any Auction Assets not specifically
stated with Reserve Prices in the Auctioneer Agreement.
iv. The auction will open on Dec. 6, 2019 and close on
Jan. 6, 2020. Potential purchasers will have the ability to review
the Auction Assets on the Auctioneer's website and submit bids
through the closing of the Auction. The highest bid at the close
of the Auction will be deemed the winning bid.
v. On the same day that the Auction closes or as soon
thereafter as possible, the Debtors will file a report listing the
results of the Auction, including the lots purchased, the
purchasers, and the sale prices.
vi. Immediately following the filing of the Final Report,
the Debtors will file the Sale Order under certification of
counsel.
vii. The Purchasers must remove the Auction Assets as soon
as possible following the entry of the Sale Order and in any event,
on Jan. 31, 2020 at 5:00 p.m. (ET).
By the Motion, the Debtors ask entry of an order: (i) authorizing
the Debtors to enter into the Auctioneer Agreement; (ii)
authorizing the Debtors to retain and employ the Auctioneer
pursuant to the terms of the Auctioneer Agreement; (iii) approving
the Auction Procedures described herein; (iv) approving the
proposed form of notice of auction results; (v) approving the
proposed form of sale order and authorizing the Debtors to submit
such order for approval under certificate of counsel following the
conclusion of the Auction; and (vi) granting related relief.
The Debtors propose that all Auction Assets sold or transferred in
connection with the Auction Assets Auction be sold and/or
transferred on a final, "as is, where is" basis, free and clear of
all interests, including all liens, claims, and encumbrances.
The Debtors ask the Court to set the hearing on the Motion for Nov.
19, 2019 at 3:00 p.m. (ET) and the objection deadline for Nov. 15,
2019 at 4:00 p.m. (ET).
A copy of the Agreement is available at https://tinyurl.com/thv7szk
from PacerMonitor.com free of charge.
About Fleetwood Acquisition
Fleetwood Acquisition Corp. and its affiliates, Fleetwood
Industries Inc. and High Country Millwork Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 19-12330) on Nov. 4, 2019.
Fleetwood Industries and High Country Millwork --
http://www.fleetwoodfixtures.com/-- are providers of customized
fixtures and displays, with decades of experience serving a wide
variety of customers in the retail and hospitality industries.
At the time of the filing, Fleetwood Acquisition was estimated to
have assets of between $10 million and $50 million and liabilities
of between $50 million and $100 million.
The cased have been assigned to Judge Kevin Gross.
The Debtors tapped Bayard, P.A., as their legal counsel, and
Bankruptcy Management Solutions, Inc. as their claims and noticing
agent.
FLEETWOOD ACQUISITION: Sets Sale Procedures for Misc. Assets
------------------------------------------------------------
Fleetwood Acquisition Corp. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
procedures in connection with the sale of certain assets of limited
value to the Debtors.
As a part of their efforts to streamline their businesses through
these Cases, the Debtors intend to discontinue operations in
Pennsylvania. In connection therewith, certain of their assets
will no longer be necessary for operations and they've determined
that the best path to maximize the value of these assets is through
a cost-effective and efficient sale process. More specifically,
the assets to be monetized consist of: (i) industrial machinery and
equipment; (ii) office furniture, equipment and supplies; (iii) raw
materials; (iv) finished fixtures and products; and (v) customer
branded fixtures.
Concurrently with the Motion, the Debtors are filing the Auction
Sale Motion asking authority to sell certain of these assets,
including but not limited to certain the Industrial Equipment,
Office Equipment, the Raw Materials, and other assets not otherwise
sold pursuant to this Motion through an online auction process
("Auction Assets").
By the instant Motion, the Debtors ask authority to sell the
Miscellaneous Assets, which primarily include the Inventory and
Branded Inventory through private sales executed by the Debtors in
the exercise of their business judgment in accordance with the
procedures set forth.
Given certain holding and maintenance costs, however, the Debtors
need to sell the Miscellaneous Assets quickly and efficiently.
Thus, it is important for the Debtors to have a cost-effective
procedure in place to harness the value of such assets, while
minimizing administrative costs. Indeed, in the event the Debtors
are able to locate buyers for such assets, it is likely that the
proposed buyers’ offers will be conditioned on a quick sale and a
process with minimal costs and expenses. The Debtors, thus, ask
authority to sell or otherwise transfer Miscellaneous Assets on an
expedited basis without need for obtaining further Court approval
so long as the transaction, and notice thereof, falls within the
parameters proposed.
By the Motion, the Debtors ask entry of an order authorizing and
approving the implementation of procedures by which they may, in
their business judgment, effectuate, from time to time, sales or
transfers of certain of the Miscellaneous Assets in any individual
transaction or series of related, subject to the notice and
objection procedures as applicable and as described below, in
either case free and clear of all liens, claims, interests, and
encumbrances, with such Interests attaching to the proceeds.
The Miscellaneous Asset Sale Procedures are:
a. If the sale consideration from a purchaser of the
Miscellaneous Assets does not exceed $100,000, on a per-transaction
basis, and if the sale is not to an insider or affiliate of the
Debtors, the Debtors may sell the assets upon providing written
notice to (i) the Office of the United States Trustee for the
District of Delaware, (ii) counsel to any statutory committee
appointed in these Cases, (iii) counsel to Fixture Holdings L.P.;
and (iv) all known parties holding or asserting liens, claims,
encumbrances or other interests in the assets being sold and their
respective counsel, if known, which will have three business days
(unless extended by agreement from the Debtors) from the date of
such notice to inform counsel to the Debtors and all Notice Parties
in writing that they object to the proposed sale described in this
subparagraph; provided, however, that to the extent the aggregate
sale consideration for any series of related transactions to a
single buyer or group of related buyers, which, on a
per-transaction basis, do not exceed $100,000, exceeds $300,000,
the procedures in subparagraph (b) below will apply. Such notice
will include a description of the Miscellaneous Assets that are the
subject of such proposed sale, the identity of any non-Debtor party
to such proposed sale, and the economic terms of such proposed
sale. If no written objection is received from the Notice Parties,
the Debtors may consummate the proposed Miscellaneous Asset Sale,
without further notice to any other party and without the need for
a hearing, upon entry of an order of the Court submitted under
certification of counsel in accordance with these procedures, and
upon entry of such order, such proposed Miscellaneous Asset Sale
will be deemed fully authorized by the Court. If a timely written
objection is received from the Notice Parties, the Debtors will
comply with the procedures set forth in subparagraph (e) below.
b. If the sale consideration from a purchaser for the
Miscellaneous Assets, on a per-transaction basis, exceeds $100,000
but is less than $300,000, or if the sale is to an insider or
affiliate of the Debtors in an amount less than $300,000, the
Debtors will file with the Court a notice, substantially in the
form attached as Exhibit 1 to the Proposed Order, of such proposed
Miscellaneous Asset Sale and serve such Miscellaneous Asset Sale
Notice by email, if available, and overnight delivery on the Notice
Parties and those parties, as of the date of such notice, who have
filed in these chapter 11 cases a notice of appearance and request
for service of papers pursuant to Rule 2002 of the Federal Rules of
Bankruptcy Procedure.
c. The Miscellaneous Asset Sale Notice, to the extent that the
Debtors have such information, will include: (i) a description of
the Miscellaneous Assets that are the subject of the Proposed
Miscellaneous Asset Sale; (ii) the location of the Miscellaneous
Assets; (iii) the economic terms of sale; (iv) the identity of any
non-Debtor party to the proposed Miscellaneous Asset Sale and
specify whether that party is an "affiliate" or "insider" as those
terms are defined under section 101 of the Bankruptcy Code, of the
Debtors; and (v) the identity of the party, if any, holding liens,
claims, encumbrances or other interests in the Miscellaneous
Assets.
d. The Notice Parties and the Rule 2002 Parties will have
seven calendar days (unless extended by agreement from the Debtors)
after the Miscellaneous Asset Sale Notice is filed and served to
advise counsel to the Debtors and all Notice Parties in writing
with specific and particular bases that they object to the proposed
Miscellaneous Asset Sale described in such Miscellaneous Asset Sale
Notice. If no written objection is received by the Objection
Deadline, the Debtors may consummate the proposed Miscellaneous
Asset Sale, without further notice to any other party and without
the need for a hearing, upon entry of an order of the Court
submitted under certification of counsel in accordance with these
procedures, and upon entry of such order, such proposed
Miscellaneous Asset Sale will be deemed fully authorized by the
Court.
e. If a written objection to a proposed Miscellaneous Asset
Sale is timely received by the Objection Deadline, the Debtors will
not proceed with the proposed Miscellaneous Asset Sale unless: (i)
the objection is withdrawn or otherwise resolved; or (ii) the Court
approves the proposed Miscellaneous Asset Sale at a hearing in
these chapter 11 cases that is at least five business days after
receipt by the Debtors of the objection.
f. All buyers will acquire the Miscellaneous Assets sold by
the Debtors pursuant to these Miscellaneous Asset Sale Procedures
on an "as is, where is" basis without any representations or
warranties from the Debtors as to the quality or fitness of such
assets for either their intended or any other purposes; provided,
however, that buyers will take title to the Miscellaneous Assets
free and clear of all liens, claims, encumbrances and other
interests pursuant to section 363(f) of the Bankruptcy Code, with
all such liens, claims, encumbrances and other interests, if any,
to attach to the proceeds of the sale of the Miscellaneous Assets,
with the same validity, force, and effect which they had against
such Miscellaneous Assets prior to the sale.
g. Good faith purchasers of the Miscellaneous Assets will be
entitled to the protections of section 363(m) of the Bankruptcy
Code.
h. The absence of a timely objection to the sale of the
Miscellaneous Assets in accordance with the Miscellaneous Asset
Sale Procedures will be "consent" to such sale within the meaning
of section 363(f)(2) of the Bankruptcy Code.
Additionally, during these Cases the Debtors will provide a written
report or reports, within 30 days after each calendar quarter (to
the extent Miscellaneous Asset Sales were consummated for the
relevant quarter), concerning any such sales, or transfers, made in
accordance with the relief re-quested in the Motion (including the
names of the purchasing parties and the types and amounts of the
sales) to the Notice Parties and those parties requesting notice
under Bankruptcy Rule 2002.
In connection with the planned reorganization of their businesses,
the Debtors have identified and continue to identify excess assets.
To that end, the Debtors have proposed the Miscellaneous Asset Sale
Procedures, whereby they can consummate the sale of the
Miscellaneous Assets during the pendency of these Cases. To the
extent Bankruptcy Rule 6004 imposes certain requirements in
connection with non-ordinary course of business sales free and
clear of all Interests, the Debtors request to modify such
procedures with respect to the Miscellaneous Assets as described
above in order to alleviate substantial burdens on the Debtors'
estates.
If the requested relief is granted, the Debtors will be able to
avoid many unnecessary costs associated with storing and
maintaining the Miscellaneous Assets. Moreover, the Procedures
will provide the Debtors with necessary flexibility during the
Cases and, thus, are in the best interests of the Debtors' estates
and creditors. Further, the Procedures will afford parties in
interest and any known affected creditor asserting an Interest in
Miscellaneous Assets the opportunity to object to the sale and
obtain a hearing, if necessary.
Finally, the Debtors ask that the Court waives the 14-day stay
period under Bankruptcy Rule 6004(h). Timely consummation of the
sales is of critical importance to both the Debtors and the
purchasers and the Debtors' efforts to maximize the value of the
estates.
The Debtors ask the Court to set the hearing on the Motion for Nov.
19, 2019 at 3:00 p.m. (ET) and the objection deadline for Nov. 15,
2019 at 4:00 p.m. (ET).
About Fleetwood Acquisition
Fleetwood Acquisition Corp. and its affiliates, Fleetwood
Industries Inc. and High Country Millwork Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 19-12330) on Nov. 4, 2019.
Fleetwood Industries and High Country Millwork --
http://www.fleetwoodfixtures.com/-- are providers of customized
fixtures and displays, with decades of experience serving a wide
variety of customers in the retail and hospitality industries.
At the time of the filing, Fleetwood Acquisition was estimated to
have assets of between $10 million and $50 million and liabilities
of between $50 million and $100 million.
The cased have been assigned to Judge Kevin Gross.
The Debtors tapped Bayard, P.A., as their legal counsel, and
Bankruptcy Management Solutions, Inc. as their claims and noticing
agent.
FRONTIER COMMUNICATIONS: S&P Cuts ICR to 'CCC-'; Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating and issue-level
rating on the senior unsecured debt on U.S.-based
telecommunications service provider Frontier Communications Corp.
to 'CCC-' from 'CCC' based on a higher risk of default following
its decision to deplete the availability under its revolving credit
facility.
At the same time, S&P lowered its issue-level ratings on the
company's senior secured first- and second-lien debt and
subsidiary-level debt to 'CCC+' from 'B-'.
The downgrade follows Frontier Communications' drawdown of the
remaining $499 million available under its $850 million revolving
credit facility during the third quarter of 2019. This
extraordinary buildup of cash signals a high likelihood the company
will initiate a distressed exchange or file for bankruptcy over the
next six months, in S&P's view. The drawdown comes after the
company added restructuring and bankruptcy experts to its board of
directors and finance committee in June to evaluate its capital
structure and execute balance sheet transactions.
The negative outlook reflects what S&P believes to be a high
likelihood that Frontier will restructure its debt in a manner the
rating agency would view as inconsistent with the company's
original terms or file for bankruptcy given the company's inability
to address its longer term debt maturities.
"We could lower the rating on Frontier if the company takes steps
to initiate, or voices its intention to execute, a debt exchange
that we view as distressed," S&P said.
"Although unlikely, we could raise the rating if, over several
years, the company significantly improves its revenue and EBITDA,
leading to higher levels of FOCF, and reduces leverage from the
mid-5x area enough to lessen refinancing risks. This scenario could
materialize if the company demonstrates sustained broadband
customer growth in the California, Texas, and Florida markets that
is sufficient to offset the declines in its copper-based broadband
and video services," the rating agency said.
GATEWAY TO LANCASTER: Allowed to Use Cash Collateral on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Gateway to Lancaster, LLC, to use cash collateral on a
final basis.
Citizens National Bank of Texas consents the use of cash collateral
on a final basis through March 1, 2020, under the following terms:
(A) CNB is granted replacement liens to the same extent,
validity and priority as existed on the Petition Date in cash
collateral of the Debtor owned as of or acquired after the Petition
Date.
(B) The Debtor will provide CNB with written reporting as to
the status of its operations, collections, generation of accounts
receivable, and disbursements in the same or similar format as has
been historically been provided by the Debtor pursuant to CNB on
loan documents. If requested, the Debtor will also provide CNB with
copies of any monthly operating reports provided to the Office of
the U.S. Trustee pursuant to the Bankruptcy Code and Bankruptcy
Rules.
(C) The Debtor will pay CNB a monthly payment of $8,000 until
confirmation of the Debtor's Chapter 11 Plan or
dismissal/conversion of the Chapter 11 case.
A copy of the Final Order is available for free at
https://tinyurl.com/vbkom28 from Pacermonitor.com
About Gateway to Lancaster
Gateway To Lancaster, LLC was formed on June 25, 2015 as a real
estate company located in Lancaster, Texas. It is a commercial
landlord, which generates its income from leasing space to a gas
station and restaurant.
Gateway To Lancaster filed a pro se petition for relief under
chapter 11 of title 11 of the United States Code, 11 U.S.C. Secs.
101-1532 (Bankr. N.D. Tex. Case No. 19-31872) on June 3, 2019,
listing under $1 million in both assets and liabilities. M. J.
Watson & Associates, P.C., is the Debtor's counsel.
GO-GO'S GREEK GRILLE: Seeks Authority to Use Cash Collateral
------------------------------------------------------------
Go-Go's Greek Grille LLC seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to use of cash collateral
to fund the continued operation of its business, payroll, and
critical expenses in order to preserve the value of the estate.
The cash collateral will be used to maintain business operations
and preserve the value of the estate. Among other things, the
Debtor proposes to use Cash Collateral in accordance with the
Budget for payment of necessary owner/operators, employees,
supplies, and ordinary business expenses related to its
operations.
The Debtor believes these creditors may claim blanket liens against
its assets: (a) Pawnee Leasing Corporation which is owed the amount
of $41,000; Amur Equipment Finance, Inc. which is owed the amount
of $41,900; US Foods, Inc. which is owed the amount of $7,500; and
Financial Agent Services for an unknown amount. In addition,
Targeted Lease Capital, LLC holds a claim in the amount of $34,380
secured by a purchase money security interest in approximately
$10,000 of the Debtor's assets.
As adequate protection for the use of cash collateral, the Debtor
offers the Secured Creditors the following:
(a) Postpetition replacement liens on the Secured Creditor
Assets to the same extent, validity, and priority as existed
prepetition;
(b) The right to inspect the Secured Creditor Assets; and
(c) Copies of monthly financial documents generated in the
ordinary course of business and other information as the Secured
Creditors may reasonably request with respect to the Debtor's
operations.
A copy of the Motion is available for free at
https://tinyurl.com/tj4jx2d from Pacermonitor.com
Go-Go's Greek Grille LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10198) on Oct. 28,
2019. In the petition signed by its managing member, Anthony G.
Anastasas, the Debtor disclosing under $500,000 in both assets and
liabilities. The Debtor is represented by Buddy D. Ford, P.A.
HAMLETT ENTERPRISES: US Trustee Has Issues With Plan & Disclosures
------------------------------------------------------------------
The United States Trustee objects approval of the Amended
Disclosure Statement of debtor Hamlett Enterprises, Inc.
The U.S. Trustee points out that:
* The Debtor should disclose why adding another employee to cook,
serve as receptionist and handyman has resulted in a $25,000
savings per year. Was there a cook, receptionist and handyman who
were let go and the new employee hired to fill two to three
positions? The explanation of how that hiring resulted in an annual
savings is unclear.
* The Amended Disclosure Statement fails to include a summary of
historical earnings and expenses against which the pro forma can be
compared, although it does state that the 2018 profit and loss
statements were not indicative of the Debtor’s operations due to
the embezzlement that year. Historical earnings and expenses from
other years should be provided for comparison.
* Appendix D of the Amended Disclosure Statement identifies UC2
creditors without breaking down the UC2 class further.
* The Amended Plan does not include a class of equity holders,
but Ms. Soper owns 100% of the membership interests. Her treatment
must be discussed in the plan.
* The identity and manner of selection of post-confirmation
officers, directors, etc. must be included in the Amended Plan and
must be consistent with the interests of creditors and public
policy.
About Hamlett Enterprises
Based in Salmon, Idaho, Hamlett Enterprises, Inc., filed a petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case
No.18-41169) on Dec. 14, 2018. The Debtor was estimated to have
under $1 million in both assets and liabilities. Maynes Taggart
PLLC, led by Robert J. Maynes, is the Debtor's counsel.
HARRAH WHITES: U.S. Trustee Appoints Patient Care Ombudsman
-----------------------------------------------------------
Nancy J. Gargula, United States Trustee for Region 21, pursuant to
the order entered by the Court on Aug. 2, 2019, has appointed Tony
Fullbright to serve as the patient care ombudsman in connection
with Harrah Whites Meadows Nursing, LLC's case.
PCO can be reached at:
Tony Fullbright
Deputy State Long-Term Care Ombudsman
Oklahoma Department of Human Services
Aging Services Office of the State Long-Term Care Ombudsman
50 NE 23rd Street
Oklahoma City, OK 73105-3002
Tel: (405) 521-6734
A full-text copy of Ombudsman Appointment is available at
https://tinyurl.com/spe6j2o from PacerMonitor.com at no charge.
About Harrah Whites Meadows Nursing
Harrah Whites Meadows Nursing LLC owns and operates a skilled
nursing facility in Harrah, Oklahoma.
Harrah Whites Meadows Nursing filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No.19-65376) on Sept. 27, 2019. In the petition signed by
Chistopher F. Brogdon, manager, the Debtor was estimated to have
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Theodore N. Stapleton P.C. is the Debtor's legal
counsel.
HEARTS AND HAND: Ombudsman Files First 60-Day Report
----------------------------------------------------
Brittany Hagedorn, who was appointed as patient care ombudsman in
the Chapter 11 case of Heart and Hands of Care, Inc., on Sept. 3,
2019, filed her first report, a summary of findings from the first
60 days as PCO.
The PCO's primary recommendation at this point is that the agency
needs to conduct and document all evacuation drills in all
facilities, not just the group home locations. While financial
strain can in similar cases can impact the quality of staffing
resources, there were no observed indications that the agency had
recently undergone changes in staffing patterns or training
standards. The agency demonstrated sufficient staffing in all
instances of PCO observations, and in most instances had higher
than required staff to recipient ratios.
All of the employees interviewed by PCO interacted with recipients
in a respectful manner; recipients reported satisfaction and had
access to food, transportation and other fiduciary items as
required by the agency. At this juncture, PCO proposes to continue
occasional brief site visits at the aforementioned locations to
ensure that recipient health and safety standards are maintained,
and to continue to reach out a sample of other service types.
Attorney for Patient Care Ombudsman:
Michelle L. Boutin
LANDYE BENNETT BLUMSTEIN LLP
701 West Eighth Avenue, Suite 1200
Anchorage, Alaska 99501
Telephone (907) 276-5152
Facsimile (907) 276-8433
E-mail: Michelleb@lbblawyers.com
A full-text copy of the First 60-day Report is available
https://tinyurl.com/yx7uafpufrom PacerMonitor.com at no charge.
About Hearts and Hands of Care
Hearts and Hands of Care, Inc. ("HHOC") is a home and
community-based waiver services agency which is certified for and
provides waiver-funded services. HHOC provides both habilitative
and non-habilitative services to support individuals with a
variety of disabilities, as well as their families. The agency
provides services to approximately 212 recipients.
Hearts and Hands of Care sought Chapter 11 protection (Bankr. D.
Alaska Case No. 19-00230) on July 22, 2019. In the petition signed
by CEO Kisha Smaw, the Debtor was estimated to have assets of at
least $50,000 and liabilities at $1 million to $10 million. The
Hon. Gary Spraker is the case judge. PEYROT AND ASSOCIATES P.C.,
represents the Debtor.
HEATING & PLUMBING: Plan Provides 26% Recovery for Unsec. Creditors
-------------------------------------------------------------------
Debtor Heating and Plumbing Engineers, Inc., filed with the U.S.
Bankruptcy Court for the District of Colorado a Plan of
Reorganization and Disclosure Statement, which provide that
unsecured creditors will receive a share of revenue during a
five-year period.
The Debtor is proposing to pay all creditor claims out of its
ongoing cash flow and the collection of all outstanding accounts
receivable and interest holders are retaining their prepetition
interests under the Plan, provided that the unsecured creditors
vote to accept the 000Plan.
Under the Plan, the secured claim of Vectra Bank Colorado will be
repaid over a 60-month period, with interest at 4% per annum.
Unsecured creditors in Class 8 are impaired. They will receive a
variable percentage of the Debtor's Gross Revenue over a five-year
period.
All interests in Class 9 will be retained on the Effective Date of
the Plan, unless Class 8 votes to reject the Plan, in which case
all Class 9 Interests will be cancelled on the Effective Date of
the Plan.
HPE anticipates based upon its projected Gross Revenues and the
variable percentage payment, that over the 5 year Plan, the total
of $1,716,781 will be paid to Class 8 General Unsecured Claims from
HPE Gross Revenue. Assuming the Class 8 claims total $6,550,983.45
the distribution would equal approximately 26% of allowed unsecured
claims. To the extent the Debtor can reduce the balance of the
unsecured claims the payment will increase as a percentage of the
claims. HPE expects its Gross Revenues to increase yearly over the
5-year life of the Plan.
The Debtor will restructure its debts and obligations and HPE will
continue to operate in the ordinary course of business. Funding
for the Plan shall be from income derived from HPE’s ongoing
operations. Kelly Eustace shall continue as the Director and
President of HPE and William Eustace will continue as the Chief
Executive Officer of HPE.
A full-text copy of the Disclosure Statement dated October 31,
2019, is available at https://tinyurl.com/y4n3scfw from
PacerMonitor.com at no charge.
The Debtor is represented by:
Lee M. Kutner
Keri L. Riley
Kutner Brinen, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
E-mail: lmk@kutnerlaw.com
klr@kutnerlaw.com
About Heating & Plumbing Engineers
Founded in 1947, Heating & Plumbing Engineers, Inc., a mechanical
contractor, provides HVAC sheet metal, plumbing, and piping systems
services in Colorado.
Heating & Plumbing Engineers filed a voluntary petition pursuant to
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case
No.19-16183) on July 19, 2019. In the petition signed by CEO
William T. Eustace, the Debtor disclosed $13,845,361 in assets and
$14,934,602 in liabilities. Lee M. Kutner, Esq., at Kutner Brinen,
P.C., is the Debtor's counsel.
IGLESIA ROCA DE SION: Hires Gerardo Santiago Puig as Attorney
-------------------------------------------------------------
Iglesia Roca de Sion, Inc. asks the U.S. Bankruptcy Court for the
District of Puerto Rico for authority to hire Gerardo L. Santiago
Puig, as its bankruptcy counsel.
The Debtor requires the firm to provide services, including:
a. Preparing pleading and applications, and conducting
examinations incidental to administration;
b. Developing the "relationship of the status of the Debtor
to the claims of creditors" in this case;
c. Advising the Debtor of its rights, duties, and obligations
as debtor operating under Chapter 11 of the Bankruptcy Code;
d. Taking any and all other necessary action incident to the
proper preservation and administration of this Chapter 11 estate;
and
e. Advising the debtor-in-possession and assisting the debtor
in the formulation and presentation of a plan pursuant to Chapter
11 of Bankruptcy Code, the disclosure statement and concerning any
and all matters relating thereto.
The Debtor has agreed with Mr. Gerardo L. Santiago Puig to pay in
advance the amount of $10,000 as retainer fee, which is deemed a
down payment for the services to be rendered. The attorney will
charge to the estate at a rate of $200 per hour for the services
rendered.
Mr. Santiago Puig attests that his firm does not hold nor represent
an interest adverse to the Debtor's estate, nor has personal
connection with the Office of the United States Trustee or any
person working for it, neither with debtors accountant, or any
creditor of debtor or parties-in-interest as well as their
attorneys. He is a disinterested person within the meaning of 11
U.S.C. Section 101(14).
About Iglesia Roca de Sion
Iglesia Roca de Sion, Inc., filed a voluntary Chapter 11 petition
(Bankr. D. P. R. Case No. 19-05990) on October 29, 2019, listing
under $1 million in both assets and liabilities, and is represented
by Gerardo L. Santiago Puig, Esq., at Gerardo L. Santiago Puig Law
Office.
IHEARTCOMMUNICATIONS INC: Moody's Rates New $500MM Sec. Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to
iHeartCommunications, Inc.'s proposed $500 million senior secured
notes due 2028. The B2 Corporate Family Rating and B2-PD
Probability of Default Rating are unchanged. Additionally, the B1
rating on the senior secured term loan, B1 rating on the senior
secured notes, and Caa1 rating on the senior unsecured notes are
also unchanged. The outlook is unchanged at stable.
The proceeds of the offering are anticipated to repay a similar
amount of the existing senior secured term loan. The transaction is
leverage neutral and Moody's expects the company to achieve a
modest reduction in interest expense.
Summary of Moody's actions:
Assignments:
Issuer: iHeartCommunications, Inc.
$500 million Gtd Senior Secured Notes due 2028, Assigned B1 (LGD3)
RATINGS RATIONALE
iHeart's B2 CFR reflects the high pro forma leverage level of 6x as
of LTM Q3 2019 (excluding Moody's standard lease adjustments)
following the exit from bankruptcy and separation from Clear
Channel Outdoor Holdings, Inc. in May 2019. Moody's expects
leverage to decline from modest EBITDA growth over time as well as
debt repayment. iHeart is constrained by the negative secular
trends in the radio industry as well as its sensitivity to a
decline in the economy.
iHeart benefits from its size as the largest radio operator in the
US as well as its geographic diversity and leading market positions
in most of the approximately 160 markets in which it operates.
iHeart also derives strength from its iHeartRadio service, live
events, syndicated network, podcasting service, and data analytics
services. Moody's expects iHeart's podcasting service to be an
important contributor to growth going forward. iHeart has EBITDA
margins above the industry average at 26% as of LTM Q3 2019. While
most of the revenue comes from local advertising revenue, iHeart
has an advantage in obtaining national advertising dollars given
its leading position in the industry.
The SGL-3 liquidity rating reflects iHeart's adequate liquidity
profile supported by its $450 million ABL revolving credit facility
due in 2023 (not rated by Moody's) as well as a cash balance of
approximately $277 million as of Q3 2019. Moody's expects free cash
flow to be directed to debt repayment or reinvested back into the
business in the near term. iHeart is projected to spend
approximately $110 to $120 million in capex in 2019 and is not
expected to pay a dividend in the near term. iHeart also has $60
million in preferred equity outstanding which is not included in
Moody's leverage calculation but raises the potential for free cash
flow or additional debt to be used to repay the preferred over
time. The ABL credit facility is subject to a fixed charge coverage
ratio of at least 1x if borrowing availability is less than the
greater of $40 million and 10% of the aggregate commitments for two
consecutive days. The term loan and secured note are covenant
lite.
The stable outlook reflects Moody's projection of modest declines
in EBITDA at the end of 2019 due to the lack of high margin
political advertising dollars in a non-election year and higher
stock compensation expense. Low single digit revenue and EBITDA
growth is expected in 2020 driven by its podcasting service and
higher political ad revenue at the end of the year. A material
portion of its free cash flow is expected to be directed to debt
reduction and support a reduction in leverage to the 5.5x range by
the end of 2020.
A reduction in iHeart's leverage to under 5x with sustained organic
revenue and EBITDA growth with stable EBITDA margins could lead to
an upgrade. Free cash flow as a percentage of debt would also have
to be well above 5% with a strong liquidity position and no near
term debt maturities.
The rating could be downgraded if EBITDA were to decline due to
economic weakness or if secular pressures in the radio industry
increased so that leverage increased above 6x. A deterioration in
iHeart's liquidity position could also lead to negative rating
pressure.
The principal methodology used in these ratings was Media Industry
published in June 2017.
iHeartCommunications, Inc. with its headquarters in San Antonio,
Texas, is the leading terrestrial radio operator in the US. In
addition, iHeart operates its iHeartRadio digital platform, live
events, syndicated network, data analytic services, and podcasting
service. iHeart emerged from Chapter 11 bankruptcy protection and
separated from Clear Channel Outdoor Holdings, Inc. in Q2 2019.
Consolidated revenue pro forma from the separation from Clear
Channel Outdoor Holdings, Inc. was approximately $3.7 billion as of
Q3 2019.
IHEARTMEDIA INC: S&P Rates New $500MM Senior Secured Notes 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to the proposed $500 million senior secured notes
due in 2028 issued by San Antonio-based radio broadcaster
iHeartMedia Inc. subsidiary iHeartCommunications Inc.
The '2' recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 75%) recovery for lenders in the event
of a payment default. iHeartMedia plans to use the proceeds to
repay a portion of its $3.5 billion senior secured term loan B
($2.75 billion outstanding) maturing in 2026. S&P expects the
transaction to reduce iHeartMedia's annual interest expense by
around $5 million.
"Our 'B+' issuer credit rating and stable outlook on iHeartMedia
are unchanged because the proposed transaction will not affect net
leverage. We continue to expect net leverage to approach 5x over
the next 12 months due to a combination of voluntary debt repayment
and EBITDA growth in the low-single-digit percent area, supported
by modest revenue growth and cost-saving initiatives," S&P said.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Following the transaction, iHeartCommunications will be the
borrower of an unrated $450 million senior secured asset-based
lending (ABL) facility maturing in 2023, $3.5 billion senior
secured term loan maturing in 2026 ($2.25 billion outstanding),
$800 million of 6.375% senior secured notes due in 2026, $750
million of 5.25% senior secured notes due in 2027, $500 million of
new senior secured notes due in 2028, and $1.45 billion of 8.375%
senior unsecured notes due in 2027.
-- The senior secured debt is secured by a first-priority lien on
substantially all of the company's assets and those of its
guarantors. The ABL facility has a first-priority lien on its
accounts receivable, qualified cash, and related assets.
-- All debt is guaranteed by iHeartCommunications' existing and
future material wholly owned subsidiaries and iHeartMedia Capital I
LLC (its direct parent).
Simulated default assumptions
-- S&P's simulated scenario contemplates a default in 2023
primarily due to increased competition from alternative media and a
cyclical downturn in advertising that materially reduce
iHeartMedia's revenue and cash flow given its largely fixed cost
base.
-- Other default assumptions include a 60% draw on the ABL
facility, LIBOR of 2.5%, and all debt including six months of
prepetition interest.
-- S&P values the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA, in line with that for
other radio companies S&P rates.
Simplified waterfall
-- EBITDA at emergence: $650 million
-- EBITDA multiple: 6x
-- Gross recovery value: $3.9 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $3.7 billion
-- Estimated priority claims: $215 million
-- Value available for senior secured debt: $3.5 billion
-- Estimated senior secured debt: $4.4 billion
-- Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Value available for senior unsecured debt: $0
-- Estimated senior unsecured debt: $1.5 billion
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
IN THE WIND: $100K Private Sale of Four Semi-Trailers to Pride OK'd
-------------------------------------------------------------------
Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized In The Wind, LLC's private
sale of the following four semi-trailers: (i) 2014 Semi-Trailer,
VIN 1UYVS253XEM686404, (ii) 2014 Semi-Trailer, VIN
1UYVS2537EM686411, (iii) 2014 Semi-Trailer, VIN 1UYVS2537EM686408,
and (iv) 2014 Semi-Trailer, VIN 1UYVS2538EM686403, to Matt Pride
for $100,000 or $25,000 each.
A hearing on the Motion was held on Nov. 4, 2019.
All of the net proceeds from the sale will be paid to First
Community Bank.
About In The Wind
In The Wind LLC, a refrigerated long-haul trucking company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case No. 19-81991) on July 1, 2019. At the time of the
filing, the Debtor was estimated to have assets of between $1
million and $10 million and liabilities of the same range. The
case is assigned to Judge Clifton R. Jessup Jr. Collins Law
Offices, P.C., is the Debtor's legal counsel.
INSIGNIA TECHNOLOGY: Plan Substantially Consummated Oct. 31
-----------------------------------------------------------
On Oct. 11, 2019, the U.S. Bankruptcy Court for the Eastern
District of Virginia entered an order confirming the Chapter 11
Plan of Reorganization of Reorganized Debtor Insignia Technology
Services, LLC.
Pursuant to the Confirmation Order and the Plan, the sale of the
Debtor's Equity Interests to Steven C. Ikirt has closed and all
payments to Holders of Claims have been made in accordance with the
terms of the Plan, including the payment to David La Clair in the
amount of $7.5 million.
The Plan was substantially consummated by Oct. 31, 2019, pursuant
to its terms, and the Plan's Effective Date is Oct. 31, 2019.
The Plan and its provisions are binding on the Reorganized Debtor,
any Holders of Claims or Equity Interests, and such Holder's
respective successors and assigns, whether or not the Claim or
Equity Interest of such Holder is Impaired under the Plan and
whether or not such Holder or Entity voted to accept the Plan.
A copy of the Notice of the Effective Date is available at
https://tinyurl.com/u2hmd5t from PacerMonitor.com free of charge.
The Reorganized Debtor is represented by:
Patrick J. Potter
PILLSBURY WINTHROP SHAW PITTMAN LLP
1200 Seventeenth Street, NW Washington, DC 20036
Tel: (202) 663-8928
E-mail: patrick.potter@pillsburylaw.com
About Insignia Technology Services
Insignia Technology Services, LLC --https://insigniatechnology.com/
-- is a provider of information technology, software engineering,
and instructional design and collaborative environments for its
government and commercial clients. The Company specializes in full
Systems Development Life Cycle support of complex, Enterprise-class
IT systems running in mission-critical, high-availability
environments. The company was founded in 2006 and is based in
Newport News, Virginia with locations in Arlington, Virginia; North
Charleston, South Carolina; St. Louis, Missouri; New Orleans,
Louisiana; Clearwater, Florida; Boston, Massachusetts; and Denver,
Colorado.
Insignia Technology Services, LLC, based in Newport News, VA, filed
a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50277) on March
2, 2019. In the petition signed by CEO Frederick P. O'Brien, the
Debtor was estimated to have $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The Hon. Stephen C.
St. John oversees the case. The Debtor tapped Pillsbury Winthrop
Shaw Pittman LLP, as bankruptcy counsel, and Fox Rothschild LLP, as
general legal and government contracting counsel.
INSYS THERAPEUTICS: Joining Attorneys General Object to Disclosures
-------------------------------------------------------------------
The State Attorneys General from Arizona, Colorado, Florida,
Maryland, Minnesota, New Jersey and New York ("Joining Attorneys
General") object to the disclosure statement and proposed chapter
11 plan of Insys Therapeutics, Inc. and its Affiliated Debtors.
To minimize repetition, the Joining Attorneys General join the
objection to the Disclosure Statement filed by the
court-appointment claimants leadership team in In re National
Prescription Opiate Litigation, Case No. 17-md-02804, MDL No. 2804
(N.D. Ohio) (MDL Plaintiffs) to the extent set forth herein.
In support of their objection and limited joinder, the Joining
Attorneys General represent as follows:
* The Plan proposes to classify claims of the states with those
of all other governmental creditors other than the United States,
including cities, counties, towns, and American Indian Tribes. See
Plan Sec. 4.7. There is, however, no justifiable basis for doing
so.
* Furthermore, even within the confines of the Plan, the
proposed single class for the claims of the States, cities,
counties, towns and American Indian Tribes is not appropriate. It
is irrelevant to the question of classification that the Plan
proposes for the States and these other governmental agencies to
share in the same pool of assets pursuant to an allocation plan to
which they will agree.
* The proposed classification of the States, cities, counties,
towns and American Indian Tribes in one class under the Plan, as
described by the Disclosure Statement, violates Section 1129(a)(1),
because it fails to properly classify claims under Section 1122.
* The Court should consider this classification issue while
considering approval of the Disclosure Statement. Although some
courts have concluded that classification disputes are
confirmation, and not disclosure statement, issues, the failure to
properly classify claims is, by definition, fatal to obtaining
confirmation of a plan of reorganization.
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc.--
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct
the asset sales in accordance with Section 363 of the U.S.
Bankruptcy Code.
The Debtors' cases are assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
JETSET INTERIORS: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------
Judge Stacey G. Jernigan granted the motion to use cash collateral
filed by JetSet Interiors, LLC on an interim basis.
Marquette Commercial Finance; SternsBank; Westwood Funding;
Platinum Rapid Funding; Lendr; Web Bank; and 24 Capital are each
granted replacement liens co-existent with their pre-petition liens
in after acquired property of the estate.
A hearing will be held on Nov. 25, 2019 at 2:30 p.m. whether to
continue, modify or terminate the Debtor's cash request.
About JetSet Interiors
JetSet Interiors, LLC, is a custom aircraft interior designer based
in Dallas, Texas. It sought for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33152) in
Dallas, Texas, on Sept. 23, 2019. In the petition signed by David
Miller, managing member, the Debtor estimated up to $50,000 in
assets and between $1 million to $10 million in liabilities. Judge
Stacey G. Jernigan oversees the case. ERIC A. LIEPINS, P.C. is the
Debtor's bankruptcy counsel.
JOSEPH'S TRANSPORTATION: Cash Collateral Use Continued Thru Jan. 30
-------------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Joseph's Transportation, Inc. to use
cash collateral through Jan. 30, 2020 pursuant to the terms and
conditions as identified on the record at the hearing and as
previously allowed.
The Debtor is required to file a further Motion for Use of Cash
Collateral on or before Jan. 20, 2020 and the Court will hold a
hearing on Jan. 28, 2020, at 11:00 a.m. Objections must be filed by
4:30 p.m. on Jan. 27.
A copy of the Order is available for free at
https://tinyurl.com/wd3yrhp from Pacermonitor.com
About Joseph's Transportation
Joseph's Transportation is a family-owned and operated full
transportation company that has been serving the New England area
for more than 40 years. Joseph's Transportation filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition
signed by Joseph Albano III, president, the Debtor was estimated to
have assets of $500,001 to $1 million and liabilities of the same
range. The Law Office of Gary W. Cruickshank serves as counsel to
the Debtor.
KAISER ALUMINUM: Moody's Affirms Ba2 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service revised Kaiser Aluminum's ratings outlook
to positive from stable. Moody's also assigned a Ba3 rating to the
new $500 million senior unsecured notes due 2028 and affirmed Ba2
corporate family rating and Ba2-PD probability of default rating.
The proceeds from the proposed notes will be used to refinance the
existing notes and for general corporate purposes. The rating of
the existing $375 million notes is unchanged and will be withdrawn
upon repayment. The Speculative Grade Liquidity rating remains
SGL-1.
"The change in the outlook reflects Kaiser's resilient operating
performance and Moody's expectations that Kaiser's credit profile
will continue to benefit from the strength in the aerospace demand
and further productivity gains at its Trentwood facility", said
Botir Sharipov, Vice President and lead analyst for Kaiser.
Ratings:
Assignments:
Issuer: Kaiser Aluminum Corporation
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)
Outlook Actions:
Issuer: Kaiser Aluminum Corporation
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Kaiser Aluminum Corporation
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating, Affirmed Ba2
RATINGS RATIONALE
Despite the weakness in the automotive and general engineering
segments driven by lower US automotive and industrial demand,
Kaiser was able to generate strong Moody's-adjusted EBITDA of $218
million and free cash flow of $90 million during the LTM ended
September 30, 2019. The strength in the performance was underpinned
by robust demand for Kaiser's aerospace products and the
productivity and efficiency gains at its Trentwood facility which
will drive a further increase in its aerospace plate capacity in
2020. The company is also expected to benefit from the launch and
the ramp-up of the new auto platforms in 2020. Although Kaiser is
taking on more debt, its credit profile is able to accommodate the
projected increase in Moody's-adjusted debt/EBITDA to 2.6x post the
issuance of the new notes. Moody's expects leverage to decline to
about 2.3x by the end of 2020. Furthermore, the company has
recently upsized its ABL revolver by $75 million to $375 million
which should further support its liquidity profile.
The positive outlook reflects Moody's expectations of continued
strength in the demand for the company's aerospace products and
Moody's belief that the company will be able to maintain solid
metrics, conservative capital structure and leverage profile that
help it accommodate the volatility in the aluminum markets and
economic cycles in its key end user markets.
Moody's would consider an upgrade of Kaiser's credit ratings if the
company continues to evidence strong operating and financial
performance, is able to maintain a strong liquidity profile and
sustain an adjusted EBIT margin of above 10% and adjusted
(CFO-dividends)/debt greater than 25% in different market
environments.
Kaiser's ratings could be lowered if metrics deteriorate
(specifically, if debt to EBITDA increases to above 3.5x and EBIT
to interest falls below 3x on a sustained basis), if aerospace or
auto sector fundamentals turn negative from any shock to the global
economy, if the company makes debt-financed acquisitions at
aggressive multiples, or if available liquidity (measured as cash
plus revolver availability) drops below $150 million for more than
two quarters.
Kaiser faces a number of ESG risks typical for a producer of
flat-rolled and extrusion aluminum products with respect to air
emissions, wastewater discharges, site remediation amongst others,
and is subject to many environmental laws and regulations in the
areas in which it operates. However, Kaiser is also a significant
user of aluminum scrap with recycled aluminum and other metals
accounting for more than 50% of all material used in its remelt and
casting operations. Social risks are relatively acute with 62% of
the company's workforce unionized and several labor contracts
expiring in 2020. The governance risk is below average - the
company has followed a balanced capital allocation policy,
remaining disciplined with M&A and shareholder returns while
maintaining a conservative financial profile.
Kaiser's SGL-1 speculative grade liquidity rating reflects its very
good liquidity profile supported by $172 million in cash as of
September 30, 2019 and the new $375 million asset based revolver
(ABL) maturing only in October 2024. As of the October 31, 2019,
net borrowing availability under the new facility was about $353
million.
The Ba3 rating of the new senior unsecured notes reflects the
notes' effective subordination to the secured debt (ABL). The notes
will be guaranteed on a senior unsecured basis by each subsidiary
guarantor of the asset based revolver.
Kaiser Aluminum Corporation, based in Foothill Ranch, California,
currently operates 12 fabricating facilities throughout North
America (11 in the US, and 1 in Canada). Kaiser produces
value-added sheet, plate, extrusions, rod, bar, and tube primarily
for aerospace, automotive, and general engineering market segments.
In addition, in September 2018, Kaiser acquired Imperial Machine &
Tool company that specializes in multi-material additive
manufacturing and machining technologies for aerospace and defense,
automotive and general industrial applications. The Company had
revenues of $1.54 billion through LTM September 30, 2019.
The principal methodology used in these ratings was Steel Industry
published in September 2017.
KAISER ALUMINUM: S&P Rates New $500MM Senior Unsecured Notes 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '4'
recovery rating to Kaiser Aluminum Corp.'s new $500 million senior
unsecured notes due in 2028. The '4' recovery rating indicates its
expectation of average (30%-50%; rounded estimate: 45%) recovery in
the event of a payment default.
The company will use the proceeds to repay its $375 million senior
unsecured notes due in 2024 and for general corporate purposes.
S&P's issuer credit rating on Kaiser Aluminum remains 'BB+' with a
stable outlook.
Kaiser's primary line of business is the production of
semi-fabricated specialty aluminum mill products. The company
operates 12 production facilities in the U.S. and one in Canada, as
well as a recently acquired additive manufacturing technologies
business. Kaiser manufactures rolled, extruded, and drawn aluminum
products for three primary end-market applications: aerospace and
high strength products, extrusions for automotive applications and
general engineering products.
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- S&P is assigning a 'BB+' issue-level rating and a '4' recovery
rating to Kaiser Aluminum's proposed $500 million senior unsecured
notes due in 2028.
-- S&P's recovery analysis incorporates a capital structure that
includes the new $375 million asset-based loan (ABL) revolving
facility due in 2024 (unrated) and the proposed $500 million senior
unsecured notes due in 2028.
-- S&P assesses recovery prospects based on a reorganization value
of approximately $485 million, reflecting emergence EBITDA of $88
million and a 5.5x multiple. The $88 million emergence EBITDA
incorporates S&P's adjusted assumption for minimum capital
expenditures of 3.0% (based on historical results) and its standard
15% cyclicality adjustment for issuers in the metals and mining
downstream sector. The 5.5x multiple is in line with multiples S&P
assigns to other companies in the metals and mining downstream
sector.
-- S&P's simulated default scenario contemplates a substantial
deterioration in the company's operating performance in 2024
stemming from difficulties brought about by weakening demand for
aluminum, global overcapacity, and increased competition from
imports. These factors could occur due to weakening in the
company's end markets, especially auto and aerospace, leading to
declining margins.
-- S&P's recovery analysis assumes that, in a hypothetical default
scenario, Kaiser's ABL facility would be fully covered. S&P assumes
a 60% utilization rate for the company's $375 million ABL facility
at default, which results in about $230 million outstanding at
default.
Simulated default assumptions
-- Simulated year of default: 2024
-- EBITDA at emergence: $88 million
-- Implied enterprise value multiple: 5.5x
-- Gross enterprise value: $485 million
Simplified Waterfall
-- Net enterprise value (after 5% administrative cost): $460
million
-- Priority claims (ABL revolving facility): $230 million
-- Remaining recovery value: $230 million
-- Estimated senior unsecured notes claim: $511 million
-- Expected recovery range for senior unsecured notes: 30%-50%
(rounded estimate: 45%)
Note: All debt amounts at default include six months' accrued
prepetition interest.
KLINE CONSTRUCTION: Sets Online Auction Procedures for Equipment
----------------------------------------------------------------
Kline Construction Co., Inc. asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the online auction procedures
in connection with the online auction of its unused equipment as
more fully set forth in its Multi-Channel Sales Agreement dated
Oct. 30, 2019 with Ritchie Bros. Auctioneers (America) Inc.
The Debtor has determined in its business judgment that it has no
further use for certain personal property assets, consisting of the
Debtor owned trucks, flatbed trailers, tractors and other
equipment, all as more fully set forth in the Engagement Agreement
("Equipment"). In furtherance of its goal to maximize the value of
its assets for all creditors, the Debtor has determined in its
business judgment that the sale of the Equipment at an online
auction at the earliest practicable time will maximize the value of
the Equipment while minimizing the storage, insurance, and other
administrative carrying costs of keeping and maintaining the
Equipment.
The Debtor asks to retain Ritchie Bros. to conduct the online
auction of the Equipment. Ritchie Bros. is an industrial
auctioneer, selling heavy industrial equipment and trucks through
live and online auctions. The company is headquartered in Burnaby,
a suburb of Metro Vancouver, and has operations in 12 countries and
40 auction sites worldwide. It sells through unreserved public
auctions, weekly featured auctions at IronPlanet, and various other
online marketplaces, a broad range of used and unused industrial
assets, including equipment, trucks and other assets utilized in
the construction, transportation, agricultural, material handling,
mining, forestry, petroleum, and marine industries.
Contemporaneous with the filing of the Motion, the Debtor also has
filed its Retention Application, asking to retain Ritchie Bros. as
its online auctioneer in the Chapter 11 Case. The terms of the
retention of Ritchie Bros. are detailed in the Engagement
Agreement.
As more fully described in the Engagement Agreement and related
Certification of Adam Byrne submitted in support of the Ritchie
Bros. Retention Application, Ritchie Bros. will provide the
following services for the Debtor: (a) inspect the Equipment for
one or more online auctions as more fully set forth on Schedule B
to the Engagement Agreement; (b) provide promotional support for
the sales prior to the Online Auctions in a manner consistent with
Ritchie Bros. past business experience and practice; (c) conduct
the Online Auctions in a commercially reasonable manner and account
for all transactions relating to the Equipment; and (d) complete
all documents necessary and required to transfer title to and
permit registration of ownership of the Equipment to the buyers.
The Engagement Agreement provides for a listing fee for each piece
of Equipment to be sold. Further, the Engagement Agreement
provides that Ritchie Bros. will collect and retain as
compensation: (a) a 10% commission for any lot sold in excess of
$2,500, and; (b) a fifteen (15%) percent commission for any lot
sold at $2,500 or less.
After completion of the auctions, Ritchie Bros. will remit the Net
Auction Proceeds, as defined herein, received in connection with
the sale together with an accounting of the sale of Equipment to
the Debtor within twenty-one (21) days after the sale at auction.
The Net Auction Proceeds represent gross auction proceeds that are
received from the sale of Equipment less Commissions, sales tax,
and all other Listing Fees or costs incurred by Ritchie Bros. as
defined in and pursuant to the terms of the Engagement Agreement.
All Commissions and Reimbursable Costs retained and paid to Ritchie
Bros. by the Debtor in connection with the sale of the Equipment
will be free and clear of all liens or obligations.
To initiate the process of the Auctions, the Debtor has filed this
Motion, together with the Retention Application, which, as more
fully described below, seeks, among other things, to have the Court
approve the sale of the Equipment and the conduct of the Auctions
by Ritchie Bros. in accordance with the Engagement Agreement after
the hearings on the Retention Application and on this Motion, with
the retention being effective as of Oct. 30, 2019, the date of the
Engagement Agreement.
The Debtors contemplate that Ritchie Bros. will begin promoting and
advertising the Online Auctions immediately upon approval of the
Retention Application and the Motion, if not sooner.
Each Online Auction is to be without limit and without reserve.
Title to each item of Equipment will remain with the Debtor at all
times during the Online Auction until sold. The Debtor will
maintain reasonable property insurance on the Equipment through the
date sold at each Online Auction.
The Debtor contemplates that the Online Auctions will commence in
November 2019 and will be completed expeditiously, but in no event
later than January 2020, all subject to approval of the Motion.
Finally, the Debtor asks that the stay of the effectiveness of the
Order approving the Motion under Bankruptcy Rule 6004(g) be waived
so that the Order will be effective immediately upon its entry to
allow the Online Auction sales to move forward without delay.
Based on the lead time needed of three to four weeks after entry of
an Order for Ritchie Bros. to market and have the Equipment ready
for auction, the waiver of any stay is appropriate under the
circumstances of the Chapter 11 Case.
A copy of the Agreement is available at https://tinyurl.com/urb9s58
from PacerMonitor.com free of charge.
About Kline Construction
Founded in 1945, Kline Construction Co. --
http://www.klineconstruction.net/-- is a utility support
contractor in New Jersey with six locations throughout the United
States.
Kline Construction filed a chapter 11 petition (Bankr. D.N.J. Case
No. 19-25757) on August 14, 2019. The petition was signed by
Ronald Samarro, chief restructuring officer. The Debtor was
estimated to have $500,000 to $1 million in assets and $10 million
to $50 million in liabilities as of the bankruptcy filing. The
Hon. Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped
Fox Rothschild LLP as counsel.
KRISU HOSPITALITY: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------------
Krisu Hospitality, LLC requests the U.S. Bankruptcy Court for the
Northern District of Texas for interim authorization to use cash
collateral from Nov. 4 through Dec. 15, and final authorization to
use cash collateral from Dec. 15 through Feb. 29, 2020.
Krisu requires immediate access to cash collateral in order to pay
the expenses of operating the hotel, including the payment of
wages, utilities, and consumables used at the hotel.
Centennial Bank and Panhandle Regional Economic Development Counsel
appear to be the relevant prepetition lienholder with respect to
cash collateral.
Krisu proposes to grant Centennial and PERDC replacement liens
against the property of the estate co-extensive with the
prepetition liens of each the Lenders.
Krisu by grant111ing, and with the superpriority under the Code
section 361(2) .
A copy of the Motion is available for free at
https://tinyurl.com/taq2edo from PacerMonitor.com
About Krisu Hospitality
Krisu Hospitality, LLC, is a Single Asset Real Estate (as defined
in 11 U.S.C. Section 101(51B)). Krisu Hospitality sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Case No. 19-20347) on Nov. 4, 2019, disclosing assets of less
than $50 million and debts under $10 million. Judge Robert L. Jones
is assigned to the case.
L.G. STECK MEMORIAL: Court Rules PCO Is Not Necessary
-----------------------------------------------------
At the request of L.G. Steck Memorial Clinic, P.S., d/b/a Steck
Medical Group, the bankruptcy court has entered an order filing
that the appointment of a patient care ombudsman is not necessary.
The court has reviewed the files and records herein and finds that
cause exists for the requested relief.
The court finds that the appointment of a patient care ombudsman to
monitor the quality of patient care and to represent the interests
of the patients of the Debtor is not necessary for the protection
of the Debtor's patients at this time.
A full-text copy of the Order is available at
https://tinyurl.com/uamnwje from PacerMonitor.com at no charge.
About L. G. Steck Memorial Clinic
L. G. Steck Memorial Clinic, P.S., is a professional service
corporation that provides health care services. The Company was
incorporated in 1977 and does business as The Steck Medical Group.
L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No.
19-43334) on Oct. 17, 2019 in Tacoma, Washington. In the petition
signed by Hugo De Oliveira, chief administrative officer, signed
the petition, the Debtor was estimated with assets between $500,000
and
$1 million, and liabilities between $1 million and $10 million.
The case is assigned to Judge Mary Jo Heston. THE TRACY LAW GROUP
PLLC is the Debtor's counsel.
LARRY E. PARRISH: Seeks Approval to Hire Bankruptcy Attorney
------------------------------------------------------------
Larry E. Parrish, P.C. seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to hire an attorney in
connection with its Chapter 11 case.
In an application filed in court, the Debtor proposes to employ
Eugene Douglass, Esq., to provide legal advice on
bankruptcy-related matters, prepare a bankruptcy plan, and provide
other services related to the case.
The Debtor will pay the attorney an hourly fee of $320.
Mr. Douglass disclosed in court filings that he neither holds nor
represents any interest adverse to the Debtor's bankruptcy estate,
according to court filings.
Mr. Douglass maintains an office at:
Eugene G. Douglass, Esq.
Attorney at Law
2820 Summer Oaks Drive
Bartlett, TN 38134
Phone: (901) 388-5804
About Larry E. Parrish P.C.
Larry E. Parrish P.C. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-27269) on Sept. 12,
2019. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. The case has been assigned to Judge
George W. Emerson Jr.
LION HOLDINGS: Seeks to Hire Anyama Law Firm as Legal Counsel
-------------------------------------------------------------
The Lion Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Anyama Law
Firm, APC as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice on the sale of its
assets; examination of claims; negotiations of creditors; and the
preparation of a bankruptcy plan.
The firm's hourly rates are:
Onyinye Anyama, Esq. $400
Paralegals $150
The Debtor paid the firm a pre-bankruptcy retainer in the amount of
$8,000.
Anyama does not represent any party other than the Debtor in
connection with the case, according to court filings.
The firm can be reached through:
Onyinye N. Anyama, Esq.
Anyama Law Firm, APC
18000 Studebaker Road, Suite 325
Cerritos, CA 90703
Tel: 562-645-4500
Fax: 562-645-4494
Email: onyi@anyamalaw.com
info@anyamalaw.com
About Lion Holdings
The Lion Holdings, LLC owns in fee simple a property located at
5857 Willis Avenue Van Nuys, Calif. The property has a comparable
sale value of $1 million.
Lion Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 19-22421) on Oct. 21, 2019. At
the time of the filing, the Debtor disclosed $1.015 million in
assets and $950,732 in liabilities.
The case is assigned to Judge Vincent P. Zurzolo.
MATTAMY GROUP: Moody's Affirms Ba3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Mattamy Group Corporation's
Corporate Family Rating at Ba3, Probability of Default Rating at
Ba3-PD and senior unsecured notes ratings at B1. The outlook is
stable.
Affirmations:
Issuer: Mattamy Group Corporation
Probability of Default Rating, Affirmed at Ba3-PD
Corporate Family Rating, Affirmed at Ba3
Senior Unsecured Notes, Affirmed at B1 (LGD4) from (LGD5)
Outlook Actions:
Issuer: Mattamy Group Corporation
Outlook, Remains Stable
RATINGS RATIONALE
Mattamy's Ba3 CFR reflects the company's trajectory of strong
operating performance through credit and housing cycles, improved
gross operating margins, strong housing fundamentals in Canada and
a large, low cost land position within the "green belt" around
Toronto. Gross operating margin for the twelve month period ended
August 31, 2019 was 25.1%, well above the industry median of 20%.
This performance reflects strong housing fundamentals as well as a
low cost basis in owned land in Canada resulting in Canadian
operating margins in excess of 30%. Also supporting the rating is
strength in key credit metrics such as debt to homebuilding book
capitalization, which has improved to 49.5% at August 31, 2019,
while EBIT to interest coverage grew to 4.7x. Moody's expects
Mattamy to operate with leverage between 40-45%, with higher debt
fluctuations throughout the year to account for working capital
requirements. These factors are offset by the lengthy entitlement
process in Canada compared with the U.S., which requires the
maintenance of a larger land bank. In the Greater Toronto Area,
which represents about a third of the land bank, the company has
the capacity to build for 11 years. Moody's notes that demand for
new housing in Toronto is high and due to the Ontario government's
creation of a "green belt" surrounding the city in 2005 land values
are very high. In addition, there are strict density requirements
that effectively restrict housing growth in the GTA. The bulk of
Mattamy's growth is expected to be in the US, where housing growth
has slowed largely due to affordability concerns. Liquidity is
adequate and considers a financial policy that includes regular
distributions of approximately 50% of net income.
The stable rating outlook reflects Moody's expectation that Mattamy
will continue to sustain healthy profitability, margins and cash
flow by harvesting its attractive land holdings in the GTA and
diverse US holdings while maintaining leverage below 50%.
Mattamy's ratings could be upgraded if the company increases its
scale while improving profitability while both total and U.S. gross
margins are sustained at or above 20%. Further, total adjusted
homebuilding debt to book capitalization would be expected to be
sustained at or below 45% throughout the year and EBIT interest
coverage is sustained above 5.0x. An upgrade would also require
maintenance of a good liquidity profile. The ratings could be
downgraded if gross margins, both on a total basis and in the U.S.,
compress well below 20%, EBIT interest coverage remains below 3.0x
and homebuilding debt leverage is maintained at or above 55%. Any
material weakening of liquidity could also result in a downgrade.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
Established in 1978, headquartered in Toronto, Ontario, Canada, and
owned 100% by the Gilgan family, Mattamy Group Corporation
constructs single-family homes and high-rise buildings and has a
presence in two provinces in Canada and four states in the US. In
the last twelve months ended August 31, 2019, the company generated
C$4.1 billion in revenue and C$418 million of net income. It should
be noted that these numbers reflect proportionate share accounting
vs. the equity accounting for unconsolidated joint ventures that is
the standard in the US.
MBF INSPECTION: Dec. 16 Plan Confirmation Hearing Set
-----------------------------------------------------
On Aug. 16, 2019, debtor MBF Inspection Services, Inc., filed with
the U.S. Bankruptcy Court for the District of New Mexico an amended
chapter 11 plan and amended proposed chapter 11 disclosure
statement. On Oct. 31, 2019, Judge David T. Thuma approved the
disclosure statement and established the following dates and
deadlines:
* Dec. 6, 2019, is fixed as the last day for filing and serving
objections to confirmation of the Plan.
* Dec. 16, 2019, at 9:00 a.m. is the final hearing to consider
confirmation of the Plan in the Brazos Courtroom, 5th floor, Pete
V. Domenici United States Courthouse, 333 Lomas Blvd. NW,
Albuquerque, New Mexico 87102.
* Dec. 16, 2019, is set as the deadline for filing complaints
objecting to discharge of the Debtor.
According to the Amended Disclosure Statement, the Plan provides
that Administrative Expenses and Other Priority Claims will be
paid in full on the Effective Date and that holders of Priority Tax
Claims will receive on account of such Claims either payment in
full on the Effective Date or deferred cash payments, over a period
not exceeding six years. Holders of general unsecured claims will
be paid 50% of the allowed amount of their claim, and the remaining
50% of the allowed claim amount will be paid in equal semi-annual
installments over a period of two years, accruing interest at the
rate of 5.00% per annum, continuing semi-annually until paid in
full. The assets available to pay creditors are from the Debtor's
continued business operations, and the Debtor also has a revolving
line of credit from which to draw if necessary to make payments to
creditors.
A copy of the Amended Disclosure Statement dated Aug. 16, 2019, is
available at https://tinyurl.com/qlt6err from PacerMonitor.com free
of charge.
About MBF Inspection Services
MBF Inspection Services, Inc. -- http://www.mbfinspection.com/--
provides inspection, consulting, safety and construction site
management services to its clients and their projects within the
oil, gas and wind energy industry.
On June 22, 2018, MBF Inspection Services sought Chapter 11
protection (Bankr. D.N.M. Case No. 18-11579). In the petition
signed by Frank Sturges, president, the Debtor was estimated to
have assets of $1 million to $10 million and liabilities of
$500,000 to $1 million as of the bankruptcy filing. The Debtor
originally tapped Jennie Behles, Esq., at Behles Law Firm PC, as
counsel. In March 2019, the Debtor filed an application to hire
Giddens & Gatton Law, P.C., as its new legal counsel in the case.
The Debtor's counsel:
Christopher M. Gatton
Giddens, Gatton & Jacobus, P.C.
10400 Academy Rd., #350
Albuquerque, NM 87111
Tel: 505-271-1053
NEW PHOENIX: May Use Secured Lender's Cash Collateral Thru Nov. 22
------------------------------------------------------------------
New Phoenix Metals, Ltd., sought and obtained in an expedited
manner Court permission to use the cash collateral in which Secured
Lender, TRT SPV, LLC, holds an interest.
The Debtor will use the cash collateral to pay its direct operating
expenses and obtain goods and services needed to carry on its
business, pursuant to the budget on an interim basis. The 4-week
budget for the period from Oct. 28, 2019 through Nov. 22, 2019
provides for $245,975 in total operating disbursements, a copy of
which is available at https://is.gd/noAvkl from PacerMonitor.com
free of charge.
The Secured Lender is hereby granted valid, binding, enforceable,
and perfected liens in all property and assets of the Debtor,
coextensive with their pre-petition liens. The Secured Lender is
also granted replacement liens and security interests as adequate
protection for the diminution in the value of its interests.
Nothing in this Order will prime the liens of the taxing
authorities, Wells Fargo Financial Leasing, Inc., or Wells Fargo
Vendor Financial Services, LLC. The Debtor may pay U.S. Trustee
fees incurred during this case.
Final hearing is set for Dec. 17, 2019 at 1:30 p.m. Objections
must be filed by 4 p.m. on Dec. 13, 2019.
About New Phoenix Metals
Established in 1998, New Phoenix Metals, Ltd., is a residential and
industrial recycling company. The industrial division services
companies in a four-state region (Oklahoma, Texas, Arkansas, and
Louisiana) and its facility in Greenville, Texas, serves the public
and small scrap dealers of Northeast Texas and Southern Oklahoma.
New Phoenix Metals is a full-service industrial recycling company
located in Greenville, Texas (40 miles Northeast of Dallas). New
Phoenix Metals also has a residential division for recycling
household scrap metals including aluminum, steel, copper and
brass.
New Phoenix Metals sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-32075) on May 26,
2016. In the petition signed by Marcus D. Carl, partner, the
Debtor was estimated its assets and liabilities at $1 million to
$10 million. The case is assigned to Judge Stacey G. Jernigan.
NJN ENTERPRISE: Allowed to Use Cash Collateral on Final Basis
-------------------------------------------------------------
Judge James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia has entered a final order authorizing NJN
Enterprise Eagle View LLC to use cash collateral that is alleged to
be subject to the security interests and liens in favor of Georgia
Resort Mortgage Company, Inc.
GRMC. is granted a replacement lien in Debtor's property of the
kind and in the priority as GRMC's lien may have attached to the
Debtor's property as of the Petition Date. The Debtor will also set
aside money monthly toward payment, and will pay due, post-petition
property taxes with respect to the property.
In addition, the Debtor will make monthly payments of interest in
the amount of $2,599.29 until further Court Order.
The Debtor is also required to maintain property insurance on the
property, with GRMC to be listed as thereon as additionally
loss-payees and with the U.S. Trustee to be added as a notice party
under such policy of insurance.
A copy of the Final Order is available for free at
https://tinyurl.com/u9w8r84 from Pacermonitor.com
About NJN Enterprise Eagle View
NJN Enterprise Eagle View, LLC, was formed in December 2016 for the
purpose of acquiring and managing real estate. NJN owns and
manages 25 parcels of land plus 24 manufactured homes thereon in
Eagle View, Greensboro, Lake Oconee, Greene County, Georgia. The
manufactured homes are leased to individual tenants for residential
purposes.
NJN Enterprise Eagle View, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-30869) on Aug.
5, 2019. At the time of the filing, the Debtor was estimated to
have assets of less than $1 million and liabilities of less than
$500,000. Paul Reece Marr, P.C., is the Debtor's legal counsel.
OLB GROUP: Effects One-for-Thirty Reverse Stock Split
-----------------------------------------------------
The OLB Group, Inc. announced that, effective at 9:00 a.m. Eastern
Standard Time on Tuesday, Nov. 12, 2019, the Company will implement
a 1-for-30 reverse stock split of the Company's common stock.
Beginning on Nov. 12, 2019, OLB's common stock traded on the OTC
Market on a reverse split-adjusted basis under the new CUSIP number
67086U307. The Company's common stock will trade for 20 days on a
post-split basis under the temporary symbol "OLBGD," with the "D"
added to signify that the reverse stock split has occurred.
The reverse split was approved by the Company's board of directors
under authority granted by the Company's stockholders as described
in the Company's Information Statement dated Oct. 15, 2019.
Stockholders will not need to take any action with respect to the
reverse stock split.
The reverse stock split uniformly affects all issued and
outstanding shares of the Company's common stock. The reverse
stock split will reduce the number of shares of common stock issued
and outstanding from approximately 162.3 million to approximately
5.4 million. The reverse stock split will not alter any
stockholder's percentage ownership interest in OLB. The amount of
authorized common stock, as well as the par value for the common
stock, will not be affected. The shares of common stock underlying
the Company's outstanding stock options and warrants will be
similarly adjusted. Any fractional shares resulting from the
reverse stock split will be rounded up to the nearest whole share.
Transfer Online, Inc. is acting as the exchange agent and transfer
agent for the reverse stock split. Transfer Online will provide
instructions to stockholders with physical certificates regarding
the optional process for exchanging their pre-split stock
certificates for post-split stock certificates.
About OLB Group
The OLB Group, Inc. -- http://www.olb.com/-- is a fintech company
and payment facilitator that focuses on a suite of products in the
merchant services and payment facilitator verticals that is focused
on providing integrated business solutions to merchants throughout
the United States. The Company seeks to accomplish this by
providing merchants with a wide range of products and services
through its various online platforms, including financial and
transaction processing services and support for crowdfunding and
other capital raising initiatives. The Company supplements its
online platforms with certain hardware solutions that are
integrated with its online platforms. Its business functions
primarily through three wholly-owned subsidiaries, eVance, Inc.,
Omnisoft, and CrowdPay.
Liggett & Webb P.A., in New York, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated April
18, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company was in
default of its debt covenants. This condition raises substantial
doubt about the Company's ability to continue as a going concern.
OLB Group reported a net loss of $1.39 million in 2018, following a
net loss of $662,297 in 2017. As of June 30, 2019, the Company had
$11.62 million in total assets, $14.09 million in total
liabilities, and a total stockholders' deficit of $2.46 million.
OLB GROUP: Incurs $402K Net Loss in Third Quarter
-------------------------------------------------
The OLB Group, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $401,859 on $2.47 million of total revenue for the three months
ended Sept. 30, 2019, compared to a net loss of $573,531 on $2.97
million of total revenue for the three months ended Sept. 30,
2018.
For the nine months ended Sept. 30, 2019, the Company reported a
net loss of $1.28 million on $7.65 million of total revenue
compared to a net loss of $1.02 million on $6.28 million of total
revenue for the nine months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $11.51 million in total
assets, $14.31 million in total liabilities, and a total
stockholders' deficit of $2.80 million.
At Sept. 30, 2019, the Company had cash of $25,472 and a working
capital deficit of $1,154,688. The Company's cash used in
operating activities was $302,028 for the nine months ended Sept.
30, 2019. The Company expects to fund future liquidity and capital
requirements through cash flow generated from its operating
activities resulting from increases in its merchants and revenues
generated. Additionally, included in the working capital deficit
as of Sept. 30, 2019 was accrued payroll, a note payable and other
expenses due to the Company's Chief Executive Officer, Mr. Ronny
Yakov, in the amount of approximately $838,500, which he has agreed
to defer receiving payment until the Company has sufficient working
capital. As a result of amendments to its long-term and related
party long-term debt arrangements, coupled with its operations
acquired in the business combination and financial support, if
needed, from a related party and significant stockholder to assist
with the ongoing working capital needs of the Company through
November 2020 (other than obligations of the Company to pay
principal or interest with respect to the Excel Loan and Security
Agreement), the Company believes it has sufficient capital to
continue operations for a period of at least twelve months from the
date these financial statements were issued.
The Company said its future capital requirements could depend on
many factors, including the need to expand its services, personnel,
competing technological and market developments, and the need to
enter into collaborations with other companies or acquire other
companies or technologies to enhance or complement the Company's
product and service offerings. If the Company is unable to secure
additional capital, it may be required to curtail its future plans
and take additional measures to reduce costs in order to conserve
cash.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6WAfQs
About OLB Group
The OLB Group, Inc. -- http://www.olb.com/-- is a fintech company
and payment facilitator that focuses on a suite of products in the
merchant services and payment facilitator verticals that is focused
on providing integrated business solutions to merchants throughout
the United States. The Company seeks to accomplish this by
providing merchants with a wide range of products and services
through its various online platforms, including financial and
transaction processing services and support for crowdfunding and
other capital raising initiatives. The Company supplements its
online platforms with certain hardware solutions that are
integrated with its online platforms. Its business functions
primarily through three wholly-owned subsidiaries, eVance, Inc.,
Omnisoft, and CrowdPay.
Liggett & Webb P.A., in New York, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated April
18, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company was in
default of its debt covenants. This condition raises substantial
doubt about the Company's ability to continue as a going concern.
OLB Group reported a net loss of $1.39 million in 2018, following a
net loss of $662,297 in 2017. As of June 30, 2019, the Company had
$11.62 million in total assets, $14.09 million in total
liabilities, and a total stockholders' deficit of $2.46 million.
PARTY CITY HOLDING: S&P Cuts ICR to 'B'; Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its rating on Elmsford, N.Y.-based party
goods retailer and wholesaler Party City Holdings Inc. to 'B' from
'B+', reflecting its view of the company's weakened competitive
position and profit deterioration. The outlook is negative.
At the same time, S&P lowered the issue-level rating on the term
loan to 'B+' from 'BB-', and the issue-level rating on the
company's senior notes to 'CCC+' from 'B-'. The recovery ratings on
this debt are unchanged.
"The downgrade reflects Party City's meaningful underperformance in
the most recent third quarter compared to our previous
expectations. We also believe the company has a weakened
competitive position and operating profit will remain under
pressure over the next 12 months," S&P said.
The negative outlook reflects S&P's expectation that operating
performance will continue to be pressured through fiscal 2020,
given the ongoing industry headwinds and uncertainty around the
timing and effectiveness of the company's turnaround. S&P alsos
expect credit metrics to weaken, with debt to EBITDA in the mid-5x
range at the end of fiscal 2019.
"We could lower the rating if we believe that Party City is unable
to sequentially improve S&P Global Ratings' adjusted EBITDA margins
in line with our projection of around 200 basis points, leading us
to view the company's competitive standing less favorably. We would
also consider a lower rating if we expect debt to EBITDA will be
sustained in the mid- to high-5x range, potentially due to further
operational pressures which cause additional EBITDA deterioration,"
S&P said.
"We could revise the outlook to stable if the company is able to
address operational headwinds, leading to sustained margin and
sales recovery in line with our expectations. An outlook revision
would also be dependent on consistent debt pay down with excess
cash flows, leading us to believe leverage will improve to around
5x on a continued basis," the rating agency said.
PAUL LOGSDON: Gets Final OK to Use Cash Collateral
--------------------------------------------------
Judge Charles E. Rendlen authorized Paul Logsdon, Inc., to use cash
collateral on a final basis in accordance with the operating
budget.
Secured Lenders Keith Logsdon, Prairieland FS, Inc., and Pilot
Grove Savings Bank are granted valid, enforceable and duly
perfected security interests in, liens upon and/or assignments
pursuant to Section 363 of the Bankruptcy Code.
The Court is granting each of Secured Creditors a priority lien
above all other Creditors (except a DIP Lender approved by the
Court and/or the Professional Carve-Out) on the 2019 crop and crop
insurance until each of the Creditors in the aggregate are paid the
full amount of their indebtedness. As stipulated with the Secured
Lenders, the Debtor may pay post-petition rent aggregating $298,640
which are due for the 2019 crop year to certain landlords.
The liens and security interests created under the collateral
documents of the Secured Creditors in and to the collateral and
cash collateral will continue and remain in full force and effect
to the same extent as existed on the Petition Date, with the same
validity, effect and priority as they had prior to the Petition
Date.
The Court directed the Debtor to pay all insurance premiums that
become due after the Petition Date upon written notifications to
all Creditors. A copy of the Final Order is available at
https://is.gd/v0M32V from PacerMonitor.com free of charge.
About Paul Logsdon
Paul Logsdon, Inc., based in Canton, MO, filed a Chapter 11
petition (Bankr. E.D. Mo. Case No. 19-20081) on April 9, 2019. In
the petition signed by Paul Logsdon, president, the Debtor
estimated $695,400 in assets and $8,934,390 in liabilities. David
M. Dare, Esq., at Herren Dare & Street, serves as bankruptcy
counsel to the Debtor.
PIONEER PETROLEUM: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Pioneer Petroleum Corp.
1000 Woodbridge Center Dr., Suite 213
Woodbridge, NJ 07095
Business Description: Pioneer Petroleum Corp. is a merchant
wholesaler of petroleum and petroleum
products.
Chapter 11 Petition Date: November 18, 2019
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Case No.: 19-31708
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Donald F. Campbell, Jr., Esq.
GIORDANO, HALLERAN & CIESLA, P.C.
125 Half Mile Road, Suite 300
Red Bank, NJ 07701
Tel: 732-741-3900
Fax: 732-224-6599
E-mail: dcampbell@ghclaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Michael D. Gaines, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/njb19-31708.pdf
PITBULL REALTY: Has Court OK to Use Cash Collateral Thru Jan. 2020
------------------------------------------------------------------
The Bankruptcy Court authorized Pitbull Realty Group, Inc., to use
cash collateral to pay the costs and expenses incurred in the
ordinary course of business through Jan. 31, 2020, pursuant to the
budget.
As adequate protection for the use of the cash collateral:
(a) the Debtor will make adequate protection payments to Primary
Bank in the amount required by the Stipulation, beginning on August
1, 2019 and on the same date of each month thereafter during the
use term;
(b) the Debtor will make adequate protection payments to:
* CNH Industrial Capital America LLC for $1,100;
* Corporation Service Company, as Representative, which
Debtor believes to be Amur, for $64;
* JCB Finance, a Program of Bank of the West, for $131.50;
and
* Corporation Service Company, which Debtor believes to be
General Motors Corporation, for $408.
(c) the Debtor will pay, for the benefit of all Record
Lienholders, property damage, liability and other insurance
premiums, pursuant to the Budget.
The Debtor will file a further application for on-going use of cash
collateral by Jan. 16, 2020. Objections must be filed by Jan. 23,
2020 in time for the hearing on Jan. 30, 2020 at 10 a.m. in
Courtroom A, Warren B. Rudman U.S. Courthouse, 55 Pleasant Street,
Concord, New Hampshire.
About Pitbull Realty Group
Pitbull Realty Group, Inc. is a limited liability company engaged
in single asset real estate, with principal place of business at
373 South Willow Street, Manchester, New Hampshire. Pitbull Realty
Group Inc. sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-10923) on June 28, 2019. The Debtor was estimated to have less
than $1 million in assets and/or liabilities. WILLIAM S. GANNON
PLLC is the Debtor's counsel. The Debtor hired Victor W. Dahar,
P.A., as attorney.
PRESTIGE BRANDS: S&P Rates New $400MM Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '4'
recovery rating to Prestige Brands Inc.'s proposed $400 million
senior unsecured notes due 2028. The '4' recovery rating indicates
S&P's expectation for average (30%-50%; rounded estimate: 35%)
recovery in the event of a payment default. The company will use
the net proceeds from these notes to redeem its existing $400
million notes due 2021.
At the same time, S&P raised its issue-level rating on Prestige's
$600 million senior unsecured notes to 'B+' from 'B' and revised
the recovery rating to '4' from '5'. The rating agency also
affirmed its 'BB' issue-level rating on the company's senior
secured term loan. S&P raised its issue-level rating on the
unsecured notes and revised its recovery rating because of
Prestige's debt repayment, which has reduced the amount of secured
term loan debt outstanding at emergence under the rating agency's
simulated default scenario.
S&P's 'B+' issuer credit rating and stable outlook on the company
remain unchanged. Prestige had total debt outstanding of about
$1.75 billion as of Sept. 30, 2019.
S&P's ratings on Prestige incorporate the company's leading niche
market positions in the highly competitive over-the-counter health
care and household consumer products segments, the significant
bargaining power of its large retail customers, which continue to
reduce their inventory levels, and its lack of meaningful sales
outside of the U.S. S&P believes Prestige faces some competition
from very large multinational consumer health and personal care
rivals in certain product categories, though private-label store
brands remains a greater threat. The company participates in
categories that are relatively non-cyclical and experiences
recurring consumer demand, which should support healthy free cash
flow generation. S&P believes the company has relatively good
operating efficiency as it focuses on the marketing and development
of its brands and outsources manufacturing to third parties. The
rating agency forecasts that Prestige's debt to EBITDA will decline
to 4.9x by the end of fiscal year 2020.
ISSUE RATINGS--RECOVERY ANALYSIS
Simulated default assumptions
S&P's simulated default scenario contemplates a default occurring
in 2023 due to a decline in the company's cash flow because of
retailer demands for price reductions, a significant increase in
competition, weak consumer demand, and escalating input costs.
Calculation of EBITDA at emergence:
-- Debt service: $117.2 million (default year interest plus
amortization)
-- Maintenance capital expenditure: $9.5 million
-- Default EBITDA proxy: $126.7 million
-- Cyclicality adjustment: $0 million (0% of default EBITDA
proxy)
-- Preliminary emergence EBITDA: $126.7 million
-- Operational adjustment: $95.1 million (75%)
-- Emergence EBITDA: $221.8 million
Simplified waterfall
-- Emergence EBITDA: $221.8 million
-- Multiple: 6.0x
-- Gross recovery value: $1,330.6 million
-- Net recovery value for waterfall after administrative expenses
(5%): $1,264.1 million
-- Obligor/nonobligor valuation split: 90%/10%
-- Priority debt claim (asset-based lending): $106.1 million
-- First-lien secured debt claim: $765.7 million
-- Collateral value available to secured first-lien debt: $1,113.8
million
-- Recovery expectations for secured debt: 90%-100% (rounded
estimate: 95%)
-- Unsecured debt claims: $1,029.9 million
-- Collateral value available to unsecured debt: $392.4 million
-- Recovery expectations for unsecured debt: 30%-50% (rounded
estimate: 35%)
PRINCESS POLLY: Plan Confirmed After Objections Resolved
--------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia confirmed the second amended plan filed
by debtor Princess Polly Anna Coal Inc. and ordered that:
* Subject to the inclusion of its desired language in Section
5.7 of the confirmed plan, Caterpillar Financial Services
Corporation agrees to withdraw its objection to the Second Amended
Disclosure Statement and Second Amended Plan of Reorganization and
further agrees to vote its claim in favor of the confirmed plan;
* Subject to the inclusion of its desired language in Section
5.6 of the confirmed plan, Terex Financial Services, Inc., agrees
to withdraw its objection to the Plan and Disclosure Statement, and
further agrees to vote its claim in favor of the confirmed plan;
and
* Subject to the inclusion of its desired language in Section
5.6 of the confirmed plan, Terex agrees to withdraw, without
prejudice, its motion for relief from stay regarding certain
equipment held by Princess Polly and its motion in Limine to
exclude any evidence at the confirmation hearing offered by
Princess Polly.
A full-text copy of the Plan Confirmation Order dated October 31,
2019, is available at https://tinyurl.com/yyv2jk93 from
PacerMonitor.com at no charge.
About Princess Polly Anna
Princess Polly Anna, Inc., was organized April 24, 1984, by
Frederick J. Taylor with the filing of its Articles with the West
Virginia Secretary of State's Office. In 2012, it was to begin
contract mining services on Big Mountain in Greenbrier County, West
Virginia.
Princess Polly Anna filed for Chapter 11 bankruptcy protection
(Bankr. S.D. W.V. Case No. 17-50060) on March 1, 2017. In the
petition signed by Frederick J. Taylor, president, the Debtor was
estimated to have up to $50,000 in assets and between $1 million
and $10 million in liabilities.
Judge Frank W. Volk oversees the case.
John F. Leaberry, Esq., at the Law Office of John Leaberry, serves
as the Debtor's bankruptcy counsel.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
PROFESSIONAL RESOURCES: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------------
Professional Resources Management of Crenshaw, LLC, seeks
authorization from the U.S. Bankruptcy Court for the Middle
District of Alabama to use cash collateral in the ordinary course
of business to meet daily operating expenses.
The Debtor's only two creditors holding a possible security
interest or lien on its cash collateral are McKesson Corporation
and the Alabama Department of Revenue. The Debtor's records
reflect that McKesson is owed $8,269.78 and holds a blanket lien on
all the Debtor's assets. ADOR holds several tax liens in the
approximate total amount of $222,100.
The Debtor believes that it will not have McKesson's or ADOR's
permission to use its cash collateral unless the Debtor agrees to
make adequate protection payments. The Debtor accordingly offers
McKesson $200 per month and ADOR $5,000 per month in adequate
protection payments.
A copy of the Motion is available for free at
https://tinyurl.com/vaxmbjp from Pacermonitor.com
About Crenshaw Community Hospital
Founded in 2005, Professional Resources Management of Crenshaw,
LLC, doing business as Crenshaw Community Hospital provides general
medical and surgical hospital services. Crenshaw Community
Hospital has 65 beds and offers a range of diagnostic, therapeutic,
emergency, and surgical services.
Crenshaw Community Hospital sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-33272) on Nov. 7,
2019. Judge William R. Sawyer is assigned to the case. In the
petition signed by its manager, Vicki Lawrenson, the Debtor was
estimated to have assets of less than $50,000 and debt under $10
million. William Wesley Causby, Esq. at MEMORY MEMORY & CAUSBY,
LLP serves as the Debtor's counsel.
PSK PROPERTIES: Selling Fort Worth Property to Mustafa for $3.8M
----------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas will convene a hearing on Nov. 12, 2019, at 1:30
p.m. (CT) to consider PSK Properties & Investment, LLC's sale of
the commercial real property located at 4561 Heritage Trace
Parkway, Fort Worth, Texas, together with all improvements thereon,
if any, and all rights, privileges, tenements, hereditaments,
rights-of-way, appendages and appurtenances, in anyway appertaining
thereto and all right, title, and interest in and to any streets,
ways, alleys, strips or gores of land adjoining the property or any
part thereof, to Arshad Mustafa and/or his assigns for $3.8
million, contingent upon third party financing, subject to
overbid.
The Property will be sold free and clear of all liens, claims and
encumbrances. Said liens, claims, and encumbrances will attach to
the proceeds of the sale.
About PSK Properties Investment
PSK Properties Investment, LLC, owns in fee simple a commercial
real estate located in Fort Worth, Texas, valued by the Company at
$4.29 million.
PSK sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
19-43595) on Aug. 31, 2019 in Fort Worth, Texas. The petition was
signed by Pierre Khoury, president, BestBUY Gas & C-Store Inc., its
managing member. The Debtor listed total assets at $4,792,306 and
total liabilities at $3,591,100. M.J. WATSON & ASSOCIATES, P.C.,
is the Debtor's counsel.
PSP HAULING: Hires Robert B. Easterling as Attorney
---------------------------------------------------
PSP Hauling LLC seeks permission from the U.S. Bankruptcy Court for
the Eastern District of Virginia to retain the law firm of Robert
B. Easterling under a general retainer as its attorney in these
proceedings.
The firm's services include:
(a) Assisting the Debtor in the preparation of its schedules,
statements of affairs, and any periodic financial reports required
by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
Local Rules, the Guidelines of the United States Trustee or orders
of this Court;
(b) Assisting the Debtor in its consultations with creditors;
(c) Preparing pleadings and applications and conducting
examinations incidental to the administration of the estate;
(d) Developing the relationship of the Debtor to secured
creditors, unsecured creditors, and other interested parties;
(e) Representing the Debtor in contested matters and
adversary proceedings before the Court and in civil actions that
may be pending in other courts;
(f) Advising the Debtor of its rights, duties and obligations
under the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, local rules, orders of the Court and the Guidelines of
the United States Trustee;
(g) Assisting the Debtor in the formulation of a plan,
including the preparation of a plan and a disclosure statement for
submission to the Court and to the Debtor's creditors;
(h) Assisting the Debtor in collecting and filing with the
court acceptances or rejections of a plan;
(i) Performing all those legal services necessary and proper
to the functioning of the Debtor's business; and
(j) Taking any and all other necessary actions in the
interest of the Debtor, its creditors, and its estate incident to
the proper representation of the Debtor and the administration of
this case.
The Firm has received from the Debtor the sum of $15,000.00 as a
retainer, and the Clerk's filing fee of $1,717.00 was paid.
Mr. Easterling charges $375.00 per hour. The firm bills $150.00
per hour for the paralegal time.
Mr. Easterling attests that his law firm does not hold or represent
any interest adverse to the Debtor in the matters upon which the
law firm is to be engaged for the Debtor, the law firm is a
disinterested person; and the appointment of the law firm will be
in the best interest of the Debtor and this estate.
About PSP Hauling
PSP Hauling LLC filed a voluntary Chapter 11 Petition (Bankr. E.D.
Vir. Case No. 19-35286) on October 8, 2019, listing under $1
million in both assets and liabilities, and is represented by
Robert B. Easterling, Esq., at the Law Firm of Robert B.
Easterling. The Hon. Kevin R. Huennekens presides over the case.
PUSHMATAHA COUNTY: PCO Says No Complaints vs Hospital in 5th Report
-------------------------------------------------------------------
Deborah Burian, the duly appointed patient care ombudsman for
Pushmataha County Hospital-City of Antlers Hospital Authority,
filed her 5th periodic report, for the period of Feb. 24, 2019 to
April 24, 2019.
Pushmataha County Hospital is a healthcare facility and currently
licensed by the Oklahoma State Department of Health.
A site visit was conducted on April 2, 2019, during the site visit,
Ombudsman conducted overall facility rounds and investigated all
issues as follows:
1. The temperature of the hand washing sinks in the kitchen
2. The maintenance of medical and facility equipment
3. The meals provided to the patients
4. The dietary staff report
During the monitoring period and during the site visit, there were
no complaints nor concerns voiced regarding direct patient care or
staffing.
Counsel for the PCO can be reached at:
Mark B. Toffoli
The Gooding Law Firm, P.C.
204 North Robinson Ave., Suite 605
Oklahoma City, Oklahoma 73102
Tel: (405) 948-1978
Fax: (405) 948-0864
E-mail: mtofolli@goodingfirm.com
A full-text copy of PCO's 5th Periodic Report is available at
https://tinyurl.com/t38puj4 from PacerMonitor.com at no charge.
About Pushmataha County
Pushmataha County - City of Antlers Hospital Authority is a public
trust that operates Pushmataha Hospital located in Antlers,
Oklahoma. The Hospital is a 25 bed, general medical hospital in
Antlers, Oklahoma. It provides a wide array of in-patient and
out-patient health care services. The Hospital's 24-hour emergency
department treats approximately 5,000 patients annually. The
emergency department has four beds, including one trauma room. It
is supported by 24-hour coverage of testing facilities, including
laboratory and radiology.
Pushmataha County - City of Antlers Hospital Authority filed a
Chapter 9 bankruptcy petition (Bankr. E.D. Okla. Case No. 16-81001)
on Sept. 23, 2016. In the petition signed by David Smith,
chairman, the Debtor was estimated to have assets at $0 to $50,000
and liabilities at $1 million to $10 million at the time of the
filing. The Debtor is represented by Jeffrey E. Tate, Esq., at
Christensen Law Group, P.L.L.C.
RACKSPACE HOSTING: Fitch Withdraws 'B' Longterm IDR
---------------------------------------------------
Fitch Ratings downgraded and withdrawn the ratings for Rackspace
Hosting, Inc. The Rating Outlook is Stable.
The downgrade to 'B' from 'B+' reflects fundamental challenges and
mis-execution the company experienced in recent years, which Fitch
believes are unlikely to abate in the near term. The downgrade also
reflects intensified competition in the sector from Cloud data
center service providers.
Fitch withdraws Rackspace's ratings for commercial reasons. Fitch
reserves the right in its sole discretion to withdraw or maintain
any rating at any time for any reason it deems sufficient.
KEY RATING DRIVERS
Secular Industry Growth: Fitch expects IT outsourcing to continue
over the longer term, driven by pressured IT budgets and increasing
complexity in hybrid cloud environments. Data center demand
increased significantly in the past decade, driven by factors such
as global internet adoption, increased smartphone usage and
enterprise outsourcing. These market forces will continue to drive
growth for data center service providers, including Rackspace, in
the coming years.
Revenue Growth Challenged: Rackspace struggled with execution
issues in recent years that are unlikely to abate in the near term
in Fitch's view, with the company's largest business (Managed
Hosting) experiencing secular headwinds due to customers shifting
more workloads to public cloud providers. Revenue declined 1% in
constant FX for the YTD period through September 2019, which
includes a partial benefit YoY from the May 2018 RelationEdge
acquisition. Even on a reported basis, the company only grew in the
low single-digit percentage range in each of 2016 and 2017,
including acquisitions. This is a far cry from the growth of more
than 10% per year the company experienced prior to 2016.
Pivot from OpenStack: Rackspace is strategically shifting its
emphasis away from OpenStack public cloud operations toward
providing managed cloud services. OpenStack revenues peaked in
2015-2016 and declined since 2H16, comprising approximately 12% of
total revenue currently. Fitch believes this business will be
pressured over the longer term as workloads increasingly migrate to
Amazon Web Services (AWS), Microsoft Azure, Google Cloud and
others. Significant capital spending by large cloud providers such
as AWS has led to aggressive pricing actions in the industry, which
left Rackspace's public cloud less competitive for new workloads,
despite higher service levels.
Focus on Managed Cloud Services: Service has historically been one
of Rackspace's core competencies, and the company is now leveraging
this know-how into managed cloud services. Specifically, it is
layering services and proprietary tools on top of cloud
infrastructure from AWS, Azure and others. This business is only
13%-14% of YTD revenue through September 2019 and is not yet
profitable. However, it is growing rapidly from a small base in
2016. Rackspace announced in 3Q19 the acquisition of an AWS
consulting/managed services provider (Onica Holdings LLC) that will
further expand this business. Fitch believes customers will
increasingly embrace third-party service providers to architect,
secure and operate dedicated hosting, public and private cloud, and
hybrid environments.
Potential Internalization Threat: Despite the potential opportunity
from cloud, Fitch believes cloud providers such as AWS and Azure
will likely build out service offerings to compete with partners
such as Rackspace over the longer term. This could constrain growth
and/or pressure margins. However, these large tech companies could
be challenged in the near term to replicate Rackspace's services,
particularly in the middle market, given its expertise in servicing
this fragmented segment. Fitch believes AWS and Azure expanding
cloud services are more likely to accelerate partner stratification
or consolidation.
FCF Profile: Unlike many data center services operators, Rackspace
does generate positive FCF due to its business model as more of a
services provider. Fitch believes the company's private equity
ownership will be a FCF constraint over the next several years
given higher interest expense and a largely floating capital
structure, partially hedged with interest rate swaps. The new focus
on managed cloud services should meaningfully reduce capital
intensity. Capex has come down from the 20%-30% experienced as
recently as 2015, but is still high relative to other tech and
business services companies.
Elevated Leverage: Fitch estimates gross leverage at 5.7x as of
September 2019 using last-quarter annualized EBITDA. Reported net
leverage is meaningfully lower at 4.5x due to synergies and other
pro forma add-backs. Management is comfortable with current
leverage levels and does not plan to take it much higher in the
near term, although Fitch believes the company will remain
opportunistic with respect to M&A. The company completed two
sizeable acquisitions in 2H17, a much smaller deal in May 2018, and
announced the Onica acquisition expected to close in 4Q19 (terms
not disclosed). With growth challenged in its core business, Fitch
believes Rackspace continues to look for deals, and this will be a
swing factor in any material leverage changes.
Management Turnover: Fitch believes management turnover in recent
years could lead to further business disruptions. Rackspace
replaced its CEO, CFO and COO during 2019. Recall, the former CEO
and CFO had only been with the company since 2017, or shortly after
the company's LBO. It is not uncommon to see C-level turnover in a
PE-backed company, in Fitch's view, particularly in cases in which
business fundamentals have been pressured. However, it is an
important credit consideration that will likely impact the
company's strategic direction, profitability and leverage over
time.
DERIVATION SUMMARY
Rackspace is one of the largest U.S. providers of managed
information technology (IT) and data center (DC) hosting and
support services. Whereas traditional global data center providers
such as Equinix, Inc. (BBB-) and Digital Realty Trust, Inc. (BBB)
own properties and function more as landlords leasing space and
power, Rackspace's core business is providing managed services that
can be turned on/off with relative ease. Its business relies on
short-term contracts (one to three years) and/or "pay-as-you-go"
models versus a traditional DC provider that has contracts ranging
from three to more than ten years in some cases (e.g., hypercloud
deals). Rackspace's 'B' IDR reflects execution challenges the
company has faced in recent years, high leverage and strong
competitive headwinds from large technology providers growing in
the Cloud services space such as Amazon.com, Inc. (A+), Alphabet
Inc. and Microsoft Corp. (AA+).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue -- Fitch estimates low-single digit percentage organic
declines over the ratings horizon, which assumes growth in Managed
Public Cloud and Applications businesses offset by pressures in
other parts of the business such as OpenStack.
-- EBITDA -- margins pressured modestly over the ratings horizon
due to market and execution challenges as well as product mix
shift.
-- Capex -- low-teens percentage of revenue, or modestly higher
versus YTD 2019 levels.
Capital allocation:
-- M&A -- Fitch believes this will remain the primary use of
capital, as evidenced by four transactions since 2016, although
Fitch has not explicitly modelled incremental deals into its
forecast.
-- Debt -- Fitch estimates gross leverage remains fairly similar
near 6.0x over the next few years.
-- Recovery - For issuers rated 'B+' and below, Fitch conducts a
bespoke recovery analysis to gauge debt recoverability in a default
scenario. Fitch has assumed a material increase in churn and/or
EBITDA margins are pressured to the mid/high-20% range (low-30%)
due to competitive/market pressures, which leads to a going concern
EBITDA roughly 15% below the current Fitch-defined run-rate level.
It is important to consider Rackspace has limited customer
concentration (top 10 customers comprise less than 10% of revenue)
and, thus, there is no material customer concentration risk. Fitch
also assumed a 6.0x recovery multiple, which is based upon a
combination of comparable public companies, historical trading
multiples in the sector, industry M&A and comparable historical
reorganization multiples Fitch has seen within the TMT sector.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch's expectation for gross leverage to be sustained below
5.0x over a multi-year horizon.
-- Improved core operating trends, including signs of revenues
and/or EBITDA growing at rates in-line with the overall cloud/data
center space.
-- Signs of lessening competitive pressures in the segment.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Weaker than expected or more volatile revenue and EBITDA
trends, indicating less robust industry growth and/or intensified
competitive trends.
-- Fitch's expectation that FCF margins will sustain at
low-single digits percentage of revenue or below, or gross leverage
will sustain above 6.5x over a multi-year horizon.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Rackspace's liquidity position is relatively
stable and should support near-term execution of its strategy. It
is important to note that, unlike a traditional data center
operator that spends well in excess of cash from operations to fund
future growth, Rackspace's business does not rely on data
center/facility builds out. Liquidity is supported by: (i) $190
million of cash as of September 2019 ($90 million of which is held
by foreign entities); (ii) positive FCF generation, which was $136
million (2018), $100 million (2017), and $267 million (2016) in the
past few years; and (iii) an untapped $225 million revolver.
High Leverage Due to Ownership Structure: Fitch-defined gross
leverage is relatively high at approximately 5.7x on a last-quarter
annualized (LQA) basis at September 2019 (ranged in the 5.5x-6.0x
range since 4Q17). It is important to think of companies such as
Rackspace in this manner given a majority of the business is
recurring in nature and churn is reasonably low; thus, the latest
quarter's annualized run-rate can be a good reflection of the "core
leverage" in the business. This is also a similar methodology to
how Fitch analyzes industry peers Equinix and Digital Realty Trust.
This leverage is materially different than pre-LBO when the company
had nominal amounts of debt (less than $200 million gross
pre-2015).
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3, which indicates ESG issues
are credit neutral or have only a minimal credit impact on the
entity, either due to their nature or the way in which they are
being managed by the entity.
Rackspace has an ESG Relevance Score of 4 for Governance Structure
due to its current ownership structure including private equity
owners controlling the majority of the board, which has an impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.
RAIT FUNDING: Dec. 5 Disclosure Statement Hearing Set
-----------------------------------------------------
RAIT Funding, LLC and its debtor affiliates filed a Proposed
Disclosure Statement for their Joint Chapter 11 Plan of
Reorganization dated Oct. 14, 2019.
A hearing to consider entry of an order determining among other
things, that the Proposed Disclosure Statement contains adequate
information will be held before the Honorable Brendan L. Shannon,
United States Bankruptcy Judge, in the United States Bankruptcy
Court for the District of Delaware, 824 North Market Street, 6th
Floor, Courtroom 1, Wilmington, Delaware 19801, on Thursday,
December 5, 2019 at 10:00 a.m. (prevailing Eastern Time).
Dec. 2, 2019, at 4:00 p.m. is the deadline for objections to
approval of the Proposed Disclosure Statement.
The Debtors are represented by:
DRINKER BIDDLE & REATH LLP
Patrick A. Jackson
Joseph N. Argentina, Jr.
Michael P. Pompeo
Brian P. Morgan
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302) 467-4200
Fax: (302) 467-4201
E-mail: Patrick.Jackson@dbr.com
Joseph.Argentina@dbr.com
Michael.Pompeo@dbr.com
Brian.Morgan@dbr.com
About RAIT Funding
RAIT -- https://www.rait.com/ -- is an internally-managed real
estate investment trust focused on managing a portfolio of
commercial real estate loans and properties.
RAIT Funding, LLC and its affiliates, including RAIT Financial
Trust, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 19-11915) on Aug. 30, 2019. At the
time of the filing, the Debtors were estimated to have assets of
between $100 million and $500 million, and liabilities of the same
range.
The cases are assigned to Judge Brendan Linehan Shannon.
The Debtors tapped Drinker Biddle & Reath LLP as bankruptcy
counsel; UBS Securities LLC as investment banker; M-III Partners
L.P. as restructuring and financial advisor; Ledgewood PC as tax
counsel; and Epiq Corporate Restructuring, LLC as claims and
noticing agent.
SAMSON OIL: Incurs $452,610 Net Loss in First Quarter
-----------------------------------------------------
Samson Oil & Gas Limited filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $452,610 on $3.85 million of total oil and gas income for the
three months ended Sept. 30, 2019, compared to net income of $1.20
million on $3.58 million of total oil and gas income for the three
months ended Sept. 30, 2018.
As of Sept. 30, 2019, the Company had $38.19 million in total
assets, $48.51 million in total liabilities, and a total
stockholders' deficit of $10.32 million.
"We do not generate adequate revenue to satisfy our current
operations, we have negative cash flows from operations, and we
have incurred significant net operating losses during the three
month period ended September 30, 2019, and for the fiscal year
ended June 30, 2019, which raise substantial doubt about our
ability to continue as a going concern," Samson Oil said in the SEC
filing. "Because of this our financial statements have been
prepared on the going concern basis, which contemplates the
continuity of normal business activities and the realization of
assets and settlement of liabilities in the normal course of
business. We are in breach of several of our covenants related to
the Credit Agreement resulting in our borrowings payable of $33.5
million being classified in current liabilities," Samson Oil said
in the SEC filing.
"Our ability to continue as a going concern is dependent on the
re-negotiation of the Credit Agreement, the sale of assets and/or
raising further capital. These factors raise substantial doubt
over our ability to continue as a going concern and therefore
whether we will realize our assets and extinguish our liabilities
in the normal course of business and at the amounts stated in the
financial statements.
"We believe that we can negotiate a waiver with our Lender and
increase our cash flows from operations through the successful
development of the Foreman Butte project and reducing our operating
and general and administrative costs. In addition, we are
negotiating with a prospective party a transaction to divest all of
our oil and gas assets, which we believe, if successful, will
result in proceeds not less than our obligations under the Credit
Agreement and to our vendors.
"However, there can be no assurances that we will successfully
obtain a waiver, successfully divest our assets or increase our
cash flows from operations. Given our current financial situation
we may be forced to accept terms on these transactions that are
less favorable than would be otherwise available."
The Company used $0.4 million of cash flow from its operations
during the three month period ended Sept. 30, 2019, compared to
$0.5 million of cash provided by operations during the comparative
period in the prior year, a change of $0.9 million. The Company's
loss can be primarily attributed to higher LOE costs and higher
interest expenses related to its Credit Agreement, which,
aggregated with LOE costs, equaled $4.6 million compared to $1.8
million for the same period in the prior year.
Cash flows used in investing activities during the three month
period ended Sept. 30, 2019, was $1,900 compared to cash flow
provided by investing activities of $0.6 million in the prior year.
During the quarter ended Sept. 30, 2019, the Company focused on
increasing production through workover expenses and general
maintenance on its oil and gas properties. The Company was not
engaged in any significant capital drilling projects during the
three month period ended Sept. 30, 2019. During the three month
period ended Sept. 30, 2018, the Company recorded $1.0 million of
other income related to the failed sale with Eagle Energy Partners
I, LLC, where they forfeited a nonrefundable deposit of the same
amount.
There were no cash flows used in or provided by financing
activities for the three month periods ended Sept. 30, 2019, and
2018.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/R3MP6B
About Samson Oil
Headquartered in Perth, Western Australia, Samson Oil & Gas Limited
-- http://www.samsonoilandgas.com-- is an independent energy
company primarily engaged in the acquisition, exploration,
exploitation and development of oil and natural gas properties,
primarily with a focus in Montana and North Dakota.
Samson Oil reported a net loss of $7.15 million for the fiscal year
ended June 30, 2019, compared to a net loss of $6.04 million for
the fiscal year ended June 30, 2018. As of June 30, 2019, Samson
Oil had $36.85 million in total assets, $46.68 million in total
liabilities, and a total stockholders' deficit of $9.83 million.
Moss Adams LLP, in Denver, Colorado, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Oct. 15, 2019, citing that the Company is in violation of its debt
covenants, incurred a net loss from operations, has cash outflows
from operations, and its current liabilities exceed its current
assets as of and for the year ended June 30, 2019. These
conditions raise substantial doubt about its ability to continue as
a going concern.
SARAH ZONE: May Continue Using Cash Collateral Until March 2020
---------------------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court of the Central
District of California authorized Sarah Zone, Inc., to use its cash
collateral in accordance with the Debtor's operating budget for the
16-week period from Dec. 2, 2019 through and including March 22,
2020.
The Debtor is authorized to use cash collateral to (i) pay all of
the expenses set forth in the Budget, with authority to deviate
from the line items contained in the Budget by not more than 20%,
on both a line item and aggregate basis, with any unused portions
to be carried over into the following weeks and (ii) pay all
quarterly fees owing to the Office of the U.S. Trustee and all
expenses owing to the Clerk of the Bankruptcy Court.
Chong Taek Lee, Tae Hyun Yoo and Susan Yoo will be granted valid,
enforceable, non-avoidable and fully perfected replacement liens
on, and security interests in, the Debtor's post-petition assets,
to the extent of any diminution in value of such Secured Parties'
interests in the Debtor's pre-petition collateral, and only to the
same extent, validity, scope and priority of their respective
pre-petition liens.
A copy of the Order is available for free at
https://tinyurl.com/uwraccr from PacerMonitor.com
About Sarah Zone
Sarah Zone, Inc., is a merchant wholesaler of apparel, piece goods,
and notions. The company filed its Articles of Incorporation in
California on Oct. 5, 2004, according to public records filed with
California Secretary of State.
Sarah Zone sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-20836) on Sept. 17, 2018. In
the petition signed by Tae Hyun Yoo, president, the Debtor
disclosed $3,833,130 in assets and $7,301,855 in liabilities.
Judge Sandra R. Klein oversees the case. The Debtor tapped Levene,
Neale, Bender, Yoo & Brill LLP, as its legal counsel.
SCHRAD LTD: Gets Two Offers for La Vernia Property
--------------------------------------------------
Schrad, Ltd. and Red Apple Resource of South Texas, LLC ask the
U.S. Bankruptcy Court for the Western District of Texas to
authorize the sale of the real property and improvements located at
1371 FM 1346, La Vernia, Texas, consisting of a 25710 sq. ft.
manufacturing facility located on approximately 15.46 acres, to
Divine Pasta Co. for $1.25 million or to Silverstein Realty Group
for $1.3 million.
Schrad owns the Property.
The Joint Debtors have two earnest money contracts in escrow with
proof of cash funding. The first offer is for a cash sale in the
amount of $1.25 million; it is made by Divine Pasta of Northfield,
Illinois. The terms of the offer provide for a closing date no
later than 20 days after expiration of a 25-day feasibility period
beginning after the contract's effective date of Nov. 4, 2019. The
second offer is for a cash sale in the amount of $1.3 million; it
is made by Silverstein Realty of Northfield, Illinois. The terms
of the offer provide for a closing date no later than 10 days after
the expiration of a 90-day feasibility period beginning on its Nov.
1, 2019 effective date.
Schertz Bank & Trust ("SB&T") has two extensions of credit which
are secured by the Property. The Property also secures payment of
ad valorem taxes to the Bexar County Tax Assessor.
It is in the best interest of creditors for the Property to be sold
pursuant to the terms of the Agreement as it has a shorter
feasibility period and will close at least 60 days before the
Backup Offer. The exclusivity period expires on Dec. 3, 2019. The
Joint Debtors are filing a Plan and Disclosure Statement
concurrently with the Motion. Even though the Backup Offer is for
a greater amount, the Joint Debtors assert that it is in the better
interest of the estate and its creditors to close the sale sooner
rather than later and accept the Agreement with the Backup Offer to
be accepted in the event the sale pursuant to the terms of the
Agreement does not close per its terms.
On Aug. 25, 2019, the Court entered an order approving employment
of South Texas Realty Services as real property broker for the
Joint Debtors. Both the Agreement and the Backup Agreement provide
for a sales commission of 5%. The Joint Debtors request that the
court authorize distribution of the 5% commission pursuant to the
terms of the Agreement or Backup Agreement as applicable, together
with closing costs to Capital Title, the closing agent. The
purchaser under the terms of the Agreement or the Backup Agreement
will acquire all right, title and interest in and to the Property,
free and clear of any and all liens, claims, and encumbrances.
The Joint Debtors ask that the Court's order authorizes ("Capital
Title") to pay $50,246 from closing in full satisfaction of Claim
No. 1 filed by Wilson County, Texas in Case No. 19-51331 for unpaid
ad valorem taxes. They ask that the Court's order authorizes
Capital Title to pay SB&T through Capital Title, the amount
necessary to pay off Claims Nos. 3 and 4 filed in Case No.
19-51331 from the proceeds of the sale of the property in an amount
not to exceed: $1,116,692 which is the gross allowable amount of
the bank's claim less credit for any amount previously paid to
Schertz Bank & Trust from the liquidation of any of the Joint
Debtors' personal property pursuant to Order ECF#63 entered Nov. 5,
2019.
After funds are released for closing costs, commissions, ad valorem
taxes and payment of the secured claim(s) of SB&T, the remaining
amount is to be used for payment of priority and unsecured claims.
The Joint Debtors assert that it is in the best interest of
creditors for those funds to be remitted to their Counsel, Michael
J. O'Connor as payee for deposit in his IOLTA account for
distribution pursuant to the terms of the Plan.
The sale of the Property is not anticipated to have adverse tax
consequences as of the time the Motion is filed; the Joint Debtors'
basis in the property is substantially greater than the proposed
offer amounts. The Property is being sold for less than its basis
and there will not be a gain realized from the sale Moreover the
Joint Debtors' tax returns show losses. Wherefore, they ask the
Court to grant the relief sought by the Motion on an expedited
basis and enter an order allowing the property to be sold pursuant
to the terms set forth together with general relief.
About Schrad Ltd
Schrad Ltd. and its affiliates, Honey Bee Bakers, LLC and Red Apple
Resources of South Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-51331) on June
3, 2019. In the petitions signed by James E. Schrad, president,
Schrad estimated assets and liabilities of less than $50,000. The
Debtors are represented by the Law Office of Michael J. O'Connor.
SENIOR CARE: Sale/Abandonment Process of De Minimis Assets Denied
-----------------------------------------------------------------
Judge Stacy G.C. Jernigan of U.S. Bankruptcy Court for the Northern
District of Texas Motion denied without prejudice to refiling
Senior Care Centers, LLC's proposed procedures in connection with
the sale or abandonment of the Debtors' assets with de minimis
value outside the ordinary course of business for failure to submit
a Proposed Order.
The Court also finds that more than 45 days have passed since the
filing of the Motion and a Proposed Order has not been submitted.
It further finds that insufficient action has been taken to obtain
the relief sought.
About Senior Care Centers
Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is
a Dallas-based, skilled nursing and long-term care industry leader
in Texas and Louisiana. Senior Care Centers operates and manages
more than 100 skilled nursing and assisted/independent living
communities in the states of Texas and Louisiana.
On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries
filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case
No. 18-33967).
The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton
Andrews Kurth LLP as conflicts counsel; Sitrik and Company as
communications consultant; and Omni Management Group, Inc. as
claims, noticing, and administrative agent.
On Dec. 14, 2018, the Office of the United States Trustee for the
Northern District of Texas appointed an official committee of
unsecured creditors in these Chapter 11 cases.
SILVER CREEK: Proposes Sale of Substantially All Assets
-------------------------------------------------------
Silver Creek Investments, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to authorize the sale of
substantially all of its assets on an expedited basis.
Due to the deterioration of its ongoing business operations, as
well as within the oil and gas industry itself, the Debtor is
suffering financial hardship and no longer has the financial
resources to continue operating as a going concern. In an effort
to benefit the Estate and its creditors, the Debtor has contacted
and negotiated with numerous interested purchasers. Despite its
efforts, the Debtor has been unable to finalize an agreement with
any of the proposed purchasers which would satisfy the debt owed to
MidCap Funding XVII Trust, which creditor holds a first position
security interest in the assets of the Debtor.
Given the foregoing, the Debtor and MidCap have agreed that it is
necessary for the Debtor to conduct a sale of substantially all of
its assets on an expedited basis pursuant to bidding procedures
that are the subject of a separate motion simultaneous filed with
the Motion. A schedule of the assets being sold is described on
Exhibit A.
In an effort to facilitate the sale process, MidCap preserves its
right to credit bid at the sale hearing.
The Respondents which may hold liens, claims and encumbrances
against the property identified on Exhibit A are as follows: (a)
MidCap Funding XVII Trust; (b) Corporate Billing, LLC; (c). Bestway
Oil Field, Inc.; (d) De Lage Landen Financial Services, Inc.; (e)
TFG Pennsylvania, L.P.; (f) Platinum Rapid Funding Group, LTD; (g)
Corporation Service Co., as Representative; (h) CT Corp., as
Representative; (i) Advanced Merchant Services, LLC; (j) One
Funder; (k) Capital Merchant Services, LLC; (l) Kash Capital; (m)
Community Bank; (n) Longevity Coatings Corp.; (o) Bank Direct
Capital Finance; (p) Internal Revenue Service; and (q) Pennsylvania
Department of Revenue.
The liens, claims and encumbrances, if any, are transferred to the
proceeds of the sale, if and to the extent that they may be
determined to be valid liens against the Real Property sold in
accordance with their validity or priority.
The property is being sold as-is, where-is.
The Debtor believes, and therefore avers, that the proposed sale is
fair and reasonable and acceptance and approval of the same is in
the best interest of the Estate.
A copy of the Exhibit A attached to the Motion is available at
https://tinyurl.com/rhflz9b from PacerMonitor.com free of charge.
About Silver Creek Investments
Silver Creek Investments, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-34633) on Dec. 3, 2016. The petition was
signed by Alfred Herron, managing member. The case is assigned to
Judge Barbara J. Houser. The Debtor is represented by Marilyn D.
Garner, Esq., at the Law Office of Marilyn D. Garner, PLLC. At the
time of filing, the Debtor had assets and liabilities estimated at
$1 million to $10 million each.
SILVER CREEK: To Submit Proposed Order on Bid Procedures for Assets
-------------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas ordered Silver Creek Investments, LLC to
(i) file its Expedited Motion for Sale with Local Form 20 on Nov.
12, 2019, and (ii) filed its amended Proposed Order on its
Expedited Motion to Approve Bidding Procedures and email a Word
version to Chambers, which if consented to by all the Parties, will
be granted without further notice or hearing on Nov. 14, 2019.
The Debtor has filed its Expedited Motion to Approve Bidding
Procedures asking Court approval of its proposed bidding procedures
in connection with the sale of assets.
About Silver Creek Investments
Silver Creek Investments, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-34633) on Dec. 3, 2016. The petition was
signed by Alfred Herron, managing member. The case is assigned to
Judge Barbara J. Houser. The Debtor is represented by Marilyn D.
Garner, Esq., at the Law Office of Marilyn D. Garner, PLLC. At the
time of filing, the Debtor had assets and liabilities estimated at
$1 million to $10 million each.
SOMERVILLE BREWING: May Use Cash Collateral Thru Dec. 18
--------------------------------------------------------
Judge Frank J.Bailey authorized Somerville Brewing Company to use
cash collateral from Nov. 6, 2019 through the earlier to occur of
(i) Dec. 18, 2019; or (ii) the fifth day that a Termination Event
is continuing after due notice is given.
Termination event includes (i) non-compliance with the budget, (ii)
failure to make any payment pursuant to any cash collateral order;
(iii) the appointment of a Chapter 11 trustee or examiner, (iv) the
conversion of the Debtor's Chapter 11 case to a case under Chapter
7, or (v) the dismissal of the Debtor's Chapter 11 case.
The Debtor is not required to make adequate protection payments to
Massachusetts Grown Capital Corporation between the date of this
Order and December 18, 2019, provided that nothing in this Order
will be deemed a waiver of MGCC's right to request and receive said
adequate protection payments on or after December 18, 2019,
depending upon the Debtor's ability to make said payments or the
need to provide MGCC with adequate protection of its interest in
the collateral.
To secure any diminution in the value of MGCC's interest in its
collateral, MGCC is granted valid, binding and enforceable, fully
perfected liens on, and security interests in, all of the Debtor's
assets to the same extent, priority and enforceability of the liens
and security interests held by MGCC in its collateral as of the
Petition Date.
MGCC is also granted an allowed administrative expense claim to the
extent of any diminution in value of its interest in the
collateral.
MGCC previously filed an objection to the Debtor's cash collateral
motion but has consented thereafter upon the terms of this Order.
A copy of the Interim Order is available at https://is.gd/xEyfq4
from PacerMonitor.com free of charge.
About Somerville Brewing Co.
Somerville Brewing Company, a/k/a Slumbrew, d/b/a American Fresh
Brewhouse, produces a wide variety of traditional and experimental
Slumbrew brand beer styles.
Somerville Brewing Company filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 19-13300) on Sept. 27, 2019 in Boston,
Massachusetts. In the petition signed by Jeffrey Leiter, the
Debtor's president and treasurer, the Debtor was estimated to have
assets between $1 million to $10 million and liabilities within the
same range as of the bankruptcy filing. The Hon. Frank J. Bailey
is the case judge. Parker & Lipton is the Debtor's counsel.
SOURCE ONE: Dec. 12 Hearing on Disclosure Statement Set
-------------------------------------------------------
The hearing to consider the approval of the disclosure statement of
Source One Capital, L.L.C., will be held at 2nd Floor Courtroom,
215 Dean A. McGee Avenue, Oklahoma City, Oklahoma on Dec. 12, 2019
at 9:30 o'clock a.m. Dec. 5, 2019 is fixed as the last day for
filing and serving written objections to the disclosure statement.
About Source One Capital
Source One Capital, LLC, is a privately held company that provides
investing
services. Source One Capital sought Chapter 11 protection (Bankr.
W.D. Okla. Case No. 19-11874) on May 8, 2019. In the petition
signed by Brian Vetter, managing member, the Debtor was estimated
to have $1 million to $10 million in assets and $1 million to $10
million in liabilities.MITCHELL & HAMMOND, led by Mark D. Mitchell,
Esq., is the Debtor's counsel.
SOURCE ONE: Unsecureds Out of Money Under Plan
----------------------------------------------
Debtor Source One Capital, L.L.C. filed with the U.S. Bankruptcy
Court for the Western District of Oklahoma a disclosure statement
describing its plan of reorganization.
The claim of InTrust exceeds $2,100,000. The Debtor has made
adequate protection payments to this creditor and will make monthly
payments of the gross collections from Debtor's trucking lease
portfolio less overhead expense estimated at $35,000 though Debtor
will decrease same as liquidation progress allows.
As to general unsecured claims of InTrust Bank and ValorBridge, all
of the Debtor's assets are encumbered by the priority lien of
InTrust. InTrust is undersecured with the result that no
distributions will be made to unsecured creditors.
The 100% of the membership units of Debtor are secured to
ValorBridge and as such will be extinguished under the Plan with no
distribution made to said interest.
The Debtor will liquidate/service the remaining lease portfolio.
The Debtor projects collection of approximately $85,000 per month
from the leases, so after payment of expense would make monthly
payments of approximately $50,442 to InTrust.
Post-confirmation, Brian Vetter will continue as the Debtor's
manager and will be paid $8,000 per month.
A full-text copy of the Disclosure Statement dated October 31,
2019, is available at https://tinyurl.com/y23bxbn3 from
PacerMonitor.com at no charge.
About Source One Capital
Source One Capital LLC has been in the heavy equipment/large truck
business over 20 years. Source One is owed by Brian Vetter, who
also owns A Better Used Trux, LLC, and Vetter Asset Service, LLC.
Source One sought Chapter 11 protection (Bankr. W.D. Okla Case No.
Case No. 19-11874) on May 8, 2019. In the petition signed by Brian
Vetter, managing member, the Debtor was estimated to have assets of
$500,000 to $1 million and liabilities of $1 million to $10
million.The Debtor is represented by Mark D. Mitchell of Mitchell &
Hammond.
SUNSHINE COACH: Hires Wynn Law Offices as Bankruptcy Counsel
------------------------------------------------------------
Sunshine Coach LLC seeks permission from the U.S. Bankruptcy Court
for the Northern District of Florida to employ Charles M. Wynn,
Esq. and Michael A. Wynn, Esq. of Charles M. Wynn Law Offices, P.A.
in Marianna, Florida, as its Chapter 11 attorneys.
The Debtor needs the firm to:
(a) give the Debtor legal advice with respect to its powers
and duties as a Debtor-in-Possession and with respect to the
continued operation of its business and the management of its
property;
(b) prepare on behalf of the Debtor as Debtor-in-Possession
necessary applications, answers, reports, and other legal papers;
(c) prepare pleadings and applications and to conduct
examinations incidental to the administration of the Debtor's
estate;
(d) take any and all necessary action instant to the proper
preservation and administration of the estate;
(e) assist the Debtor-in-Possession with the preparation and
filing of a Statement of Affairs, Schedules, List of Executory
Contracts and List of Income and Expenditures as are appropriate;
and
(f) perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary.
The Debtor has paid a non-refundable retainer in the sum of
$15,000.00 which includes the filing fee to retain the services of
Charles M. Wynn, Esq., Michael A. Wynn, Esq., and Charles M. Wynn
Law Offices, P. A. in representing the Debtor.
Fees are billed at $375.00 per hour for Charles M. Wynn; $275.00
per hour for Michael A. Wynn; and $100.00 per hour for legal
assistant time.
Charles M. Wynn Law Offices, P.A., attests that the firm has no
connection with the Debtor's creditors, or any other party in
interest or its respective attorneys.
About Sunshine Coach
Santa Rosa Beach, Fla.-based Sunshine Coach, LLC is a privately
held company in the charter bus business. Sunshine Coach LLC filed
a voluntary Chapter 11 petition (Bankr. N.D. Fla. Case No.
19-50140) on October 21, 2019, and is represented by Charles M.
Wynn, Esq. and Michael A. Wynn, Esq. at the law firm of Charles M.
Wynn Law Offices, P.A. The Hon. Karen K. Specie presides over the
case. In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by John W. Finch, president.
SWEET WOLVERINE: Gets Conditional Nod of Cash Stipulation
---------------------------------------------------------
The Bankruptcy Court for the District of Arizona, in a minute entry
filed in Court dockets, conditionally approved the stipulation
relating to the motion filed by Sweet Wolverine Management LLC to
use cash collateral.
The Court directed the Debtor to clarify the budget with the
related party-in-interest, and to effect further details as to time
frames.
The Debtor is seeking the Court's permission to use cash collateral
(consisting of business revenue and prepetition cash deposited in a
DIP account with Bank of the West) in order to pay operating
expenses based on a budget.
The budget provides for total monthly expenses of $10,080, a copy
of which is available free of charge from PacerMonitor.com at
https://is.gd/MGzLzy
About Sweet Wolverine Management LLC
Sweet Wolverine Management LLC, an Arizona limited liability
company, owns and operates Dirty Dawgs, a dog grooming business in
Tucson, Arizona. The Company filed for Chapter 11 protection
(Bankr. D. Ariz. Case No. 19-13670) on October 25, 2019, listing
under $1 million in both assets and liabilities. GERALD K. SMITH
AND JOHN C. SMITH LAW OFFICES, PLLC, is the Debtor's legal counsel.
TELESAT CANADA: Moody's Affirms B1 CFR, Outlook Stable
------------------------------------------------------
Moody's Investor's Service affirmed Telesat Canada's B1 corporate
family rating, B1-PD probability of default rating and B3 rating on
its $550 million senior unsecured notes, and assigned Ba3 ratings
to the company's proposed $200 million senior secured revolving
credit facility, $1.8 billion senior secured term loan B and $500
million senior secured notes, with Telesat LLC as a co-issuer. The
speculative grade liquidity rating is maintained at SGL-2. The
outlook is stable.
The company plans to use the proceeds from the new notes and term
loan to repay the amount outstanding under its existing senior
secured term loan B. The Ba3 ratings on its existing senior secured
term loan B and senior secured revolving credit facility will be
withdrawn when the refinance transaction closes.
The CFR was affirmed because the transaction is leverage-neutral
(adjusted Debt/EBITDA remains around 5x)," said Peter Adu, Moody's
Vice President and Senior Analyst.
Ratings Affirmed:
Corporate Family Rating, Affirm B1
Probability of Default Rating, Affirm B1-PD
$550 million Senior Unsecured Notes due 2027, Affirm B3 (LGD6)
Ratings Assigned:
$200 million Senior Secured Revolving Credit Facility due 2024, Ba3
(LGD3)
$1.8 billion Senior Secured Term Loan B due 2026, Ba3 (LGD3)
$550 million Senior Secured Notes due 2027, Ba3 (LGD3)
Ratings Unchanged:
Speculative Grade Liquidity, SGL-2
Outlook Action:
Outlook, Remains Stable
RATINGS RATIONALE
Telesat's B1 CFR is constrained by: (1) elevated business risks for
all fixed satellite services (FSS) companies flowing from ongoing
technological changes; (2) declining growth in the broadcast
segment as customers lose subscribers to cord cutting; (3)
significant spending on low earth orbit (LEO) satellite
constellation while costs and funding plans are unclear; (4)
governance and financial policy matters given the company's
financial investor ownership; and (5) small scale relative to key
FSS peers. The company benefits from: (1) stable market position in
the global FSS market; (2) good revenue visibility, supported by
backlog of about 3.7 years of revenue; (3) strong margins relative
to key FSS peers; (4) good liquidity; and (5) expectations that
leverage (adjusted Debt/EBITDA) will be sustained around 5x in the
next 12 to 18 months (was 4.9x at LTM Q3/2019).
Telesat's governance provides a credit negative influence.
Telesat's corporate matters are governed by the Telesat
Reorganization and Divestiture Act which does not provide specific
direction or procedures to be followed in the event of financial
distress. Whereas most other Canadian corporations can make use of
the Companies Creditors Arrangement Act to protect them from
creditors and implement comprehensive business and capital
structure reorganizations, Telesat has no such pre-defined ability.
The lack of procedural certainty is credit negative as it may
result in a more prolonged period of financial distress than would
otherwise be the case.
Telesat has good liquidity (SGL-2). Sources approximate C$1.2
billion while it has expected uses of about C$425 million in the
next four quarters. The company's liquidity is supported by cash of
about C$930 million when the refinance transaction closes and full
availability under a new $200 million revolving credit facility due
in 2024. Cash uses are comprised of about C$400 million of Moody's
expected negative free cash flow mainly due to capital spending on
the LEO constellation and about C$24 million of term loan
amortization through the next four quarters. Moody's does not
expect the leverage financial covenant under the new revolver to be
problematic in the next four quarters (around 30% cushion if
applicable). Telesat can sell non-core assets including excess
transponder capacity to augment liquidity.
The stable outlook is based on Moody's expectation of steady
operating performance, maintenance of good liquidity, and leverage
being sustained around 5x through the next 12 to 18 months.
Moody's will consider upgrading Telesat's ratings if it sustains
Debt/EBITDA below 4.5x (4.9x at LTM Q3/2019) and FCF/Debt above 5%
(10% at LTM Q3/2019) along with good execution, and clarity on
ownership strategy and capital allocation plans. The ratings will
be downgraded if Telesat sustains Debt/EBITDA above 5.5x (4.9x at
LTM Q3/2019) and FCF/Debt below 0% (10% at LTM Q3/2019) along with
weaker execution or adverse ownership/strategy developments.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Telesat Canada, headquartered in Ottawa, Ontario, Canada, is the
world's fourth largest fixed satellite services company. Revenue
for the last twelve months ended September 30, 2019 was C$922
million. Telesat is owned by Canada's Public Sector Pension
Investment Board (35% economic interest, 67% voting) and Loral
Space & Communications Inc. (63% economic interest, 33% voting).
TEVOORTWIS LAND: Hires Wolfson Bolton as Counsel
------------------------------------------------
TeVoortwis Land Company asks for permission from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Wolfson Bolton PLLC as its Counsel in connection with the
commencement and prosecution of its Chapter 11 case effective
October 28, 2019.
Wolfson Bolton is expected to render legal services to the Debtor,
including reorganization of the Debtor through Chapter 11 and/or a
sale of its assets. It is expected that Wolfson Bolton's services
will include, without limitation:
1. Advising the Debtor with respect to its powers and duties
as debtor and debtor-in-possession in the continued management and
operation of its business and property;
2. Administering the case and providing oversight with respect
to the Debtor’s affairs, including all issues arising from or
impacting the Debtor or its Chapter 11 case;
3. Preparing necessary applications, motions, memoranda,
orders, reports, and other legal papers;
4. Appearing in Court and at meetings to represent the
Debtor's interest;
5. Negotiating with individual creditors and any creditors’
committees appointed in this case;
6. Preparing and prosecuting Chapter 11 plans of
reorganization and disclosure statements;
7. Communicating with creditors; and
8. Performing all other legal services for the Debtor in
connection with this Chapter 11 case.
Wolfson Bolton received an initial retainer of $25,000 from the
Debtor. Before filing the voluntary petition, Wolfson Bolton
applied a portion of this retainer to pre-petition fees and
expenses (including the bankruptcy filing fee), and has placed the
remaining amount of the retainer in the firm's client trust
account. Accordingly, Wolfson Bolton has a post-petition retainer
for this Chapter 11 case, after deducting all pre-petition fees,
expenses, and filing costs, in the amount of $13,460.50.
Wolfson Bolton's hourly billing rates for professionals are not
intended to cover out-of-pocket expenses, and some overhead items
that are typically billed separately. For example, Wolfson Bolton
regularly charges its clients for the expenses and disbursements
incurred in connection with the client's case, including
photocopying, witness fees, travel expenses, filing and recording
fees, postage, express mail and messenger charges, computerized
legal research charges and other computer services, and expenses
for working meals.
Wolfson Bolton's hourly rates are set at a level designed to fairly
compensate the firm for the work of its professionals. Hourly
rates vary with the experience and seniority of the individuals
assigned. Wolfson Bolton's hourly rates are:
2019 Hourly
Timekeeper Position Rate
---------- -------- -----------
Scott A. Wolfson Member 525
Peter C. Bolton Member 510
Adam L. Kochenderfer Member 435
Anthony J. Kochis Member 410
Eric A. Zacks Of Counsel 450
Thomas J. Kelly Member 295
Michelle H. Bass Associate 265
Ryan M. Mardini Associate 195
Stephanie L. Travis Paralegal 185
To the best of the Debtor's knowledge, the members and associates
of Wolfson Bolton: (a) do not have any connection with the Debtor,
its affiliates, its creditors, the United States Trustee, any
person employed in the office of the United States Trustee, or any
other party-in-interest or their respective attorneys and
accountants; (b) are disinterested persons, as that term is defined
11 U.S.C. section 101(14); and (c) do not hold or represent an
interest adverse to the Debtor's estate.
About TeVoortwis Land Company
Based in Bad Axe, Mich., TeVoortwis Land Company, LLC is a Single
Asset Real Estate debtor (as defined in 11 U.S.C. Section
101(51B)). The Company owns in fee simple a real property located
in Huron County having an appraised value of $8.99 million.
TeVoortwis Land Company filed for Chapter 11 bankruptcy petition
(Banrk. E.D. Mich. Case No. 19-22090) on October 28, 2019. The
Hon. Daniel S. Opperman presides over the case.
In its petition, the Debtor listed total assets of $8,992,000 and
total liabilities of $22,323,580. The petition was signed by Cindy
TeVoortwis, member and authorized agent.
The Debtor is represented by:
Scott A. Wolfson, Esq.
Anthony J. Kochis, Esq.
WOLFSON BOLTON PLLC
3150 Livernois, Suite 275
Troy, MI 48083
Tel: (248) 247-7103
Fax: (248) 247-7099
Email: swolfson@wolfsonbolton.com
THOMAS COOK: Bids for Domain Name Portfolio Due Nov. 27
-------------------------------------------------------
Hilco Streambank is marketing for sale a portfolio of domain names
of Thomas Cook Group Plc and certain subsidiaries (both in
Liquidation). Offers will be entertained for the domain names by
category groupings, for individual domain names or for the
portfolio as a whole.
Bids are due Nov. 27 at 11:00 a.m. Eastern Time.
"This is a unique opportunity to acquire numerous high-traffic
domain names which have been in use by a major global travel group
over a number of years," Hilco said.
The domains for sale cover the following categories:
Cruises
Flights & Airport
Holidays
& Travel
Marketing
Reunion
Transfer, Currency & Insurance
Time Off
Sporting
Winter Sports & Festival
For more information, contact Hilco's:
Ben Kaplan
646.651.1978
bkaplan@hilcoglobal.com
Jack Gillespie
+44 (0) 141 471 8629
jgillespie@hilcoglobal.eu
Nat Baldwin
+44 (0) 141 406 3197
nbaldwin@hilcoglobal.eu
About Thomas Cook Group
Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world. TCG was formed in 2007 following the
merger between Thomas Cook AG and MyTravel Group plc. Headquartered
in London, the Group's key markets are the UK, Germany and Northern
Europe. The Group serves 22 million customers each year.
The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain. The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.
As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.
The travel agent originally proposed a restructuring. It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.
Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding. The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.
But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and were placed under the control of
the Official receiver. The UK business ceased trading with
immediate effect and all future flights and holidays were
cancelled. All holidays and flights provided by Thomas Cook
Airlines were cancelled and no longer operating. All of Thomas
Cook's retail shops have also closed.
Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries were initially slated to continue to
trade as normal. In November 2019, Thomas Cook Germany announced
that trips and holidays a departure date of Jan. 1, 2020 or later,
"cannot be commenced" even if they had already been partially or
fully paid for.
TONAWANDA COKE: Seeks to Hire Chiampou Travis as Accountant
-----------------------------------------------------------
Tonawanda Coke Corp. seeks approval from the U.S. Bankruptcy Court
for the Western District of New York to hire Chiampou Travis Besaw
& Kershner LLP as its accountant.
The services to be provided by the firm include reviewing the
Debtor's financial documents; summarizing financial information;
and analyzing the tax and financial consequences of its bankruptcy
proceedings.
The firm's hourly rates range from $100 to $350. The accountants
who will be providing the services are:
Garret Alexin $350
Robert Travis $350
Adam Cardinal $325
Garret Alexin, a certified public accountant employed with
Chiampou, disclosed in court filings that the firm neither holds
nor represents any interest adverse to the Debtor and its
bankruptcy estate.
Chiampou can be reached through:
Garret R. Alexin
Chiampou Travis Besaw & Kershner LLP
45 Bryant Woods North
Amherst, NY 14228
Phone: 716-630-2400
Fax: 716-630-2401
Email: galexin@ctbk.com
info@ctbk.com
About Tonawanda Coke Corp
Tonawanda Coke Corporation -- http://www.tonawandacoke.com/-- is
an ISO 9001 Registered merchant producer of high-performance
foundry coke to the U.S. and Canadian foundry, and insulation and
sugar beet industries. The company was founded in 1917 and is
headquartered in Tonawanda, N.Y.
Tonawanda Coke Corporation filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
18-12156) on Oct. 15, 2018. In the petition signed by Michael K.
Durkin, president, the Debtor estimated $10 million to $50 million
in both assets and liabilities. The case is assigned to Judge
Michael J. Kaplan. Garry M. Graber, Esq., at Hodgson Russ LLP,
represents the Debtor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in the Debtor's case on July 15, 2019. The committee is
represented by Baumeister Denz LLP.
TRANSUNION LLC: S&P Rates New $1.15BB Sr. Secured Term Loan 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to TransUnion LLC's proposed $1.15 billion senior
secured term loan A-3 due December 2024. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 60%) in the event of a payment default.
Pro forma for the refinancing, the company's debt capitalization
will comprise a $300 million senior secured revolving credit
facility due December 2024, a $1.15 billion senior secured term
loan A-3 due December 2024, and a $2.6 billion senior secured term
loan B-5 due November 2026. The new debt, which was issued by
TransUnion LLC (a subsidiary of TransUnion), will rank pari passu
with the company's existing debt.
TSC DORSEY RUN: Court Confirms Amended Plan
-------------------------------------------
On October 28, 2019, the U.S. Bankruptcy Court for the District of
Maryland convened a hearing to consider approval of the Amended
Disclosure Statement and confirmation of the Amended Chapter 11
Plan of Reorganization of debtor TSC Dorsey Run Road - Jessup, LLC.
The Amended Plan provides for the liquidation of the Debtor's Real
Property, and payment of distributions to Creditors by the
Reorganized Debtor at the time of sale of the Debtor's Real
Property.
On Oct. 31, 2019, Judge Thomas J. Catliota ordered that:
* The Amended Plan is confirmed;
* Any objections to confirmation of the Amended Plan that were
not withdrawn, resolved by separate Order, or resolved by this
Confirmation Order are hereby expressly overruled;
* From and after the Effective Date, the Reorganized Debtor
shall have the exclusive authority to, and shall, file, settle,
compromise, withdraw, or litigate to judgment all objections to
Claims;
* The Plan is amended to provide that Merrill Cohen, the Chapter
11 Trustee in the present case, shall serve as the plan
administrator from and after the entry of the present Order, and
that the Plan Administrator shall be vested with the rights and
duties necessary to administer and carry out the purposes of the
Plan; and
* All proceeds of any sales of property by the Debtor after
entry of the Plan Confirmation Order, as well as any proceeds
remaining on hand from sales of property prior to entry of the
Order, will be paid to the Plan Administrator, pending the Plan
Administrator;s determinations concerning appropriate distributions
in the bankruptcy case.
A full-text copy of the Plan Confirmation Order dated Oct. 31,
2019, is available at https://tinyurl.com/yypy7rwo from
PacerMonitor.com at no charge.
About TSC Dorsey Run Road-Jessup
TSC Dorsey Run Road - Jessup, LLC, is a privately held company
engaged in activities related to real estate. The Company is the
fee simple owner of a property located at 7869 Dorsey Run Road in
Jessup, Maryland having a current value of $2.45 million.
TSC Dorsey Run Road - Jessup, LLC, based in Columbia, MD, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 18-25597) on Nov. 28,
2018. The Hon. Michelle M. Harner oversees the case. The Law
Offices of David W. Cohen, led by founding partner David W. Cohen,
serves as bankruptcy counsel. In the petition signed by Bruce S.
Jaffe, manager, the Debtor disclosed $2,450,000 in assets and
$2,359,552 in liabilities.
TTK RE ENTERPRISE: Lender Objects to Cash Collateral Motion
-----------------------------------------------------------
Corevest American Finance 2018-1 objects to the Motion to Use Cash
Collateral filed by TTK RE Enterprise LLC. Coverest American is
first-lien lender and holder of mortgages and assignment of rents
on 19 residential rental properties of Debtor's 48 properties, with
Loan Funder, LLC.
According to Jason A. Nagi, Esq., counsel to Lender at Polsinelli
PC, the Debtor must prove to the Court that Lender is adequately
protected before it can use the cash collateral.
Among other things, Lender seeks that the Debtor not comingle
income and expenses for two different groups of properties -- the
Situs Holdings LLC and Loan Funder Properties. "Each creditors'
collateral must be separately accounted, expenses paid out of only
that collateral and its rents for those properties . . . not
commingled," Mr. Nagi asserts. Situs Holdings is an affiliate of
the Lender's special servicer. Lender is the actual holder of
claim against the Debtor, the dockets disclosed.
The Lender further relates that the Debtor's projected adequate
protection is illusory in that the budget shows a monthly loss of
$4,835.31. Moreover, the Debtor's schedules showed no deposits, no
cash, and only $4,950 in uncollected accounts receivable. "Lender
is therefore not adequately protected," Mr. Nagi asserts.
A copy of the Objection is available at https://is.gd/Yt0REO from
PacerMonitor.com free of charge.
About TTK RE Enterprise LLC
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
TULARE LOCAL: Moody's Hikes rating on $83MM GO Bonds 'Ba2'
----------------------------------------------------------
Moody's Investors Service upgraded to Ba2 from Ba3 the rating on
Tulare Local Health Care District, CA's $83.6 million in
outstanding general obligation bonds. Concurrently, Moody's has
revised the outlook to positive from negative.
RATINGS RATIONALE
The rating upgrade to Ba2 reflects the effective date of Tulare
Local Health Care District's (the district) court approved
bankruptcy plan, which makes clear that the district's general
obligation (GO) bonds are to remain unimpaired. To date, the GO
bonds have been paid in full and on time during the pendency of the
bankruptcy. The bankruptcy court also made clear that all revenues
pledged or used for the payment of GO bonds are "special revenues"
as defined in Section 902 of the Bankruptcy Code. Moreover, a Bond
Supplement filed for the district's $13.65 million in outstanding
Refunding Revenue Bonds, Series 2007, makes clear that the defined
term "Income available for Debt Service" does not include ad
valorem taxes pledged to or necessary to pay GO debt. The improved
rating also reflects a lease agreement with Adventist Health Tulare
(Adventist) under which Adventist has assumed full responsibility
for operations of the district's hospital, reducing the district's
operational risk. The GO rating incorporates continued growth in
the district's nearly $7.3 billion tax base, extremely weak
financial performance and board oversight as evidenced by the
bankruptcy filing in fiscal 2018, and an elevated debt burden with
additional borrowing required to meet seismic compliance.
RATING OUTLOOK
The positive outlook reflects its expectation that the district's
financial performance should improve under its bankruptcy plan,
with its Management Agreement with Adventist allowing the hospital
to remain open, attract physicians, rebuild patient volumes and
restore community confidence in the district's operations. The
outlook is also based upon its expectation that the district will
begin making supplemental payments on its revenue bonds, as
required by the bankruptcy plan, to restore the debt service
reserve balance and eventually pay all outstanding principal and
interest payments currently in arrears.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Receipt of fiscal 2019 audited financial results demonstrating
an improved, at least minimal level of liquidity
- Continued payments on supplemental payments owed for revenue
bonds
- Demonstration that Adventist is making progress in recruiting
physicians, restoring services and increasing patient volumes
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Evidence that GO payments are not properly segregated
- Nonpayment of regular or supplemental payments owed for revenue
bonds
- Weakened financial performance in fiscal 2020
- Declines in patient volumes
LEGAL SECURITY
The GO bonds are secured by the district's voter-approved,
unlimited, ad valorem property tax pledge. Significant to the GO
bonds' security, Tulare county (Issuer Rating Aa2) rather than the
health care district, levies, collects and disburses the district's
property taxes. This arrangement insulates the GO levy from the
district's operations. The GO levy can only be used for GO debt
service and is not available for payment on the revenue bonds or
other obligations.
PROFILE
Located on the west side of Tulare County (Issuer Rating Aa2
stable) in the City of Tulare (Issuer Rating A1), the district
serves a roughly 450 square mile area with a population of slightly
over 100,000. The hospital has several competitors within 30 miles,
although none exist within the district's boundaries or its primary
service area. The district declared bankruptcy in September 2017,
and the hospital was closed for nearly one year from October 29,
2017 to October 15, 2018. Under a Management Agreement, Adventist
assumed all responsibility for hospital operations, and the
district now effectively serves as a landlord for its properties.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in September 2019.
TVET MANAGEMENT: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TVET Management LLC
dba VitalPet
1400 E. 1st Street
Humble, TX 77833
Business Description: TVET Management LLC dba VitalPet --
https://www.vitalpet.com -- are full-service
hospitals offering a wide range of
veterinary services from routine
preventative care to soft tissue surgeries.
Services offered also include grooming,
boarding, doggie day camp, acupuncture,
physical therapy, regenerative medicine, and
more.
Chapter 11 Petition Date: November 18, 2019
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 19-36430
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Matthew Scott Okin, Esq.
OKIN ADAMS LLP
1113 Vine Street, Suite 240
Houston, TX 77002
Tel: 713-228-4100
Fax: 888-865-2118
Email: mokin@okinadams.com
info@okinadams.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Douglas Brickley, chief restructuring
officer.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb19-36430.pdf
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Brent White, DVM Seller Note $1,789,506
1555 Frenchmans Bend Rd
Monroe, LA 71203
2. MWI Trade Payable $1,513,197
3041 W. Pasadena Dr.
Boise, ID 83705
3. Robert Spillers, DVM Seller Note $681,623
35 Longwood Rd
Austin, TX 78737
4. Warren Ressell, DVM Seller Note $610,802
5927 Gnarled Oaks Ct
Humble, TX 77346
5. James Kelly, DVM Seller Note $610,802
13506 Douglas
Llame Road
Houston, TX 77044
6. Lynn Stucky, DVM Seller Note $607,174
5885 Canyon Road
Sanger, TX 76266
7. James Butler, DVM Seller Note $588,317
12323 Burton Lane
Fort Smith, AR 72916
8. John Sangiorgo, DVM Seller Note $544,558
84 Brewster Street
Staten Island, NY 10304
9. Willie Janik, DVM Seller Note $535,500
2162 River Village Dr.
Kingwood, TX 77339
10. William S. Rowe, DVM Seller Note $518,087
P.O. Box 1718
Blue Ridge, GA 30513
11. Theresa Paoloni, DVM Seller Note $464,000
394 Middle Rd
Bayport, NY 11705
12. David Fernandez, DVM Seller Note $445,000
207 Geddington
Shavano Park, TX 78249
13. Beshoy Rafla, DVM Seller Note $397,335
521 Spotswood
Gravel Hill Road
Monroe, NJ 08831
14. Glenn Peterman, DVM Seller Note $375,000
613 New Castle
Grand Prairie, TX 75052
15. Larry Wood, DVM Seller Note $275,000
20446 Cielo Vista #1
San Antonio, TX 78255
16. Antech Trade Payable $257,695
P.O. Box 101122
Pasadena, CA 91189
17. Murt Byrne, DVM Seller Note $250,215
7 Penstemon Court
Santa Fe, NM 87508
18. George Stroberg, DVM Seller Note $237,149
6960 Nile Court
Arvada, CO 80007
19. Jil Hennessey, DVM Seller Note $237,149
9936 Raleigh St
Westminster, CO 80031
20. Zoetis Trade Payable $170,247
P.O. Box 419022
Boston, MA 02241
21. Boehringer Ingelheim Trade Payable $145,688
PO Box 281348
Atlanta, GA 30384
22. Hills Pet Nutrition Trade Payable $103,960
PO Box 842257
Dallas, TX 75284
23. Royal Canin Trade Payable $85,883
39099 Treasury Center
Chicago, IL 60694
24. Patterson Vet Supply Trade Payable $83,317
PO Box 978738
Dallas, TX 75397
25. Robert Foley, DVM Seller Note $52,180
858 Cedar Road North
Bellmore, NY 11710
26. Michael Ferber, DVM Seller Note $52,180
45 Aster Ave
Merrick, NY 11566
27. Heska Corporation Trade Payable $51,417
29512 Network Place
Chicago, IL 60673
28. RSVP Services Trade Payable $43,960
2701 Hartlee Field Road
Denton, TX 76202
29. Midwest Veterinary Supply Trade Payable $38,178
P O Box 856500
Minneapolis, MN 55485
30. Gould & Ratner VCI Legal Fees $27,809
222 N LaSalle Street, Suite 800
Chicago, IL 60601
VALLEY ECONOMIC: May Use Cash Collateral for Nov. 2019
------------------------------------------------------
Judge Deborah J. Saltzman authorized Valley Economic Development
Center, Inc., to use cash collateral for the period covered by the
November 2019 Cash Collateral Budget.
The Secured Creditors are granted super-priority claims for any
diminution in the value of their respective collateral.
The Court further ruled, among others, that:
(a) the Debtor may use the cash in the bank accounts denominated
as East West Bank, MUFG Union Bank, N.A., Rabobank, N.A., Dignity
Health, and California Community Foundation accounts as such cash
is unencumbered property of the estate.
(b) the VEDC Wells Fargo Loans and proceeds thereof are
unencumbered property of the Debtor's estate except to the extent
they are collateral of Schwab Bank.
(c) when the specified accounts at Pacific Western Bank are
closed by the Debtor and transferred to accounts at another bank,
PWB is directed to turn over the funds in the PWB account to the
new bank and, notwithstanding anything to the contrary found in the
provisions of any deposit and control agreement (DACA) with any
Lender concerning those PWB account, PWB is relieved of any further
requirements under the DACA agreements.
A copy of the Order is available at https://is.gd/SNAkU9 from
PacerMonitor.com free of charge.
About Valley Economic Development Center
Valley Economic Development Center, Inc., a certified Community
Development Financial Institution, is a California tax-exempt
non-profit corporation whose mission is to provide financing
assistance, management consulting, and training to entrepreneurs
and small business owners in and around Los Angeles County and
throughout California. Those services include business training
for start-up and fledgling small businesses as well as services to
more established existing small businesses.
Valley Economic Development Center sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11629) on
July 2, 2019. At the time of the filing, the Debtor was estimated
to have assets between $10 million and $50 million and liabilities
of the same range. The case has been assigned to Judge Deborah J.
Saltzman. Levene, Neale, Bender, Yoo & Brill L.L.P. is the
Debtor's bankruptcy counsel.
VERITY HEALTH: NantWorks' Objection Deadlines in Assets Sale Moved
------------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California continued the hearing and extended the
objection deadline for NantWorks, LLC re order (1) approving the
form of asset purchase agreement for stalking horse bidder and for
prospective overbidders; and (2) approving auction sale format,
bidding procedures and stalking horse bid protections in connection
with the sale by Verity Health System of California, Inc. and its
affiliated Debtors of assets.
NantWorks and the Debtors have continued in discussions regarding
cure amounts and assumption and assignment related to executory
contracts and unexpired leases, and the Debtors have agreed to
further extend the Objection Deadline, the Reply Deadline and the
Hearing Date to allow additional time to review and reconcile such
amounts.
All of the parties to the Stipulation stipulated and the Court
granted as follows:
A. The Hearing Date will be continued from Nov. 20, 2019 at
10:00 a.m. (PT) to Dec. 4, 2019 at 10:00 a.m. (PT).
B. The Objection Deadline for NantWorks will be extended from
Nov. 6, 2019 at 4:00 p.m. (PT) to Nov. 20, 2019 at 4:00 (PT).
C. The Reply Deadline for the Debtors will be extended from
Nov. 13, 2019 at 4:00 (PT) to Nov. 27, 2019, at 4:00 p.m. (PT).
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles oversees the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 17, 2018. Milbank Tweed Hadley &
McCloy LLP, is counsel to the Committee.
VETTER ASSETS: Dec. 12 Hearing on Disclosure Statement Set
----------------------------------------------------------
The hearing to consider the approval of the disclosure statement of
Vetter Assets Service, LLC, will be held at 2nd Floor Courtroom,
215 Dean A. McGee Avenue, Oklahoma City, Oklahoma on Dec. 12, 2019
at 9:30 a.m.
Dec. 5, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Vetter Assets Service
Vetter Assets Service, LLC, is a privately held company in the
transportation/trucking industry.
Vetter Assets Service sought Chapter 11 protection (Bankr. W.D.
Okla. Case No.
19-11872) on May 8, 2019. In the petition signed by Brian Vetter,
managing member, the Debtor was estimated to have assets of
$500,000 to $1 million and liabilities of $1 million to $10
million. MITCHELL & HAMMOND, led by Mark D. Mitchell, Esq., is the
Debtor's counsel.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
VETTER ASSETS: Unsecureds Out of Money Under Plan
-------------------------------------------------
Debtor Vetter Assets Service, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Oklahoma a disclosure statement
describing its plan of reorganization.
The claim of ValorBridge exceeds $1,250,000. The Debtor has made
adequate protection payments to this creditor and will make monthly
payments of the gross collections from the Debtor's trucking lease
portfolio less an overhead expense charge of 35% of gross lease
collections.
As to general unsecured claims of ValorBridge and InTrust Bank, all
of the Debtor's assets are encumbered by the priority lien of
ValorBridge. ValorBridge is undersecured with the result that no
distributions will be made to unsecured creditors.
Th 100% of the membership units of Debtor are secured to
ValorBridge and as such will be extinguished under the plan with no
distribution made to said interest.
Payment will come from two sources. The Debtor will hold a no
reserve auction of all non-operating VAS equipment in February of
2020. This auction will be held in cooperation and with expense
allocation on a ratable basis with assets of A Better Used Trux,
LLC (ABUT). Since VAS auction assets are being sold as is and are
inoperable in their present condition, the auction/liquidation
sale, even if sold for parts value only, nets the highest return
for the assets. An auction fee of 20% will be adequate to
compensate both the auctioneer and pay the expenses of auction
organization including necessary personnel to move assets through
the auction lanes or rearrange equipment on site for the best sale
appeal to prospective bidders.
In addition to the auction proceeds, the Debtor will
liquidate/service the remaining VAS lease portfolio for
approximately 22 months. The Debtor predicts collection of
approximately $250,000 from the lease balances after application of
35% overhead expense by monthly payments of approximately
$11,400.00 to ValorBridge.
A full-text copy of the disclosure statement dated October 31,
2019, is available at https://tinyurl.com/y23j7wmw from
PacerMonitor.com at no charge.
About Vetter Assets Service
Vetter Assets Service, LLC, is a privately held company in the
transportation/trucking industry. Vetter Assets Service sought
Chapter 11 protection (Bankr. W.D. Okla Case No. Case No. 19-11872)
on May 8, 2019. In the petition signed by Brian Vetter, managing
member, the Debtor was estimated to have assets of $500,000 to $1
million and liabilities of $1 million to $10 million.The Debtor is
represented by Mark D. Mitchell of Mitchell & Hammond.
VICI PROPERTIES: Fitch Assigns BB LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings assigned 'BB' Long-Term Issuer Default Ratings to
VICI Properties Inc. and its issuing subsidiaries VICI Properties
LP and VICI Properties 1 LLC. Fitch also assigned 'BBB-'/'RR1'
ratings to VICI PropCo's senior secured credit facility,
'BB+'/'RR2' ratings to the second-lien secured notes and
'BB'/'RR4(EXP)' ratings to VICI OP's proposed senior unsecured
notes. The Rating Outlook is Stable.
The (EXP) designation indicates that Fitch is assigning the
'BB'/'RR4' rating with an expectation that the notes' documentation
will have features consistent with the high yield senior unsecured
notes market conventions. The designation will be removed once the
final documentation is available and reviewed by Fitch.
The senior unsecured notes will be issued to repay the CMBS loan
secured by Caesars Palace Las Vegas and will be guaranteed by VICI
PropCo and other subsidiaries including the subsidiary that owns
the real assets of Caesars Palace Las Vegas.
VICI's 'BB' IDR reflects the company's stable triple net lease cash
flows, good geographic asset diversification and conservative
financial policy. Negatively, VICI's assets, except Margaritaville
Bossier City, are fully encumbered by its senior secured credit
facility and second-lien notes. VICI has high tenant concentration;
lower contingent liquidity relative to more traditional asset
classes such as multi-family housing, office and retail; and, per
Fitch's estimates, lower asset level rent coverage relative to
gaming REIT peers.
With respect to lease structuring, Caesars related leases'
asset-level coverage could improve accounting for merger synergies
with Eldorado Resorts Inc. (ERI). The company places more emphasis
on corporate-level lease coverage where it compares well with
peers.
KEY RATING DRIVERS
Stable NNN REIT Cash Flow: VICI benefits from a NNN structure,
where Caesars Entertainment Corp. (CEC or Caesars), soon to be
acquired by Eldorado Resorts, Inc. (ERI), leases regional gaming
assets from VICI under a long-term master lease (non-CPLV lease)
and CEC is responsible for capex of the properties. Caesars Palace
Las Vegas and Harrah's Las Vegas are leased under a separate
combined NNN master lease pro forma for the acquisition by ERI. The
CEC leases will all be guaranteed by ERI, which will cover VICI
leases with EBITDAR by approximately 3x pro forma the pending
transactions.
VICI diversified its tenant mix with a series of acquisitions since
the spin-off from Caesars introducing Penn National Gaming, Hard
Rock International, JACK Entertainment and Century Casinos into the
tenant mix. These tenants will represent about 17% of the rent on a
pro forma basis. VICI's assets are well spread throughout U.S. with
about 69% of the rent coming from less cyclical regional markets.
Fitch views VICI's rent stability less favorably relative to peers
given the lower asset/master lease level rent coverage estimated by
Fitch and the lack of asset/master lease level coverage disclosure
given limited disclosure by its tenants.
Conservative Financial Policies: VICI has a conservative target
leverage range of 5.0x-5.5x net debt/EBITDA and has shown
willingness to issue equity to remain within the target range when
making acquisitions. VICI raised $5.7 billion in equity since the
spinoff to delever and to fund M&A. The company also tends to
pre-fund the equity portion of its acquisitions in order to
mitigate equity market risks with the company pricing $2.5 billion
of equity to fund its pending transactions. Pro forma for these
transactions closing Fitch estimates that VICI will be within its
target leverage range.
Weaker Contingent Liquidity: VICI's capital structure is mostly
encumbered with all assets except Margaritaville Bossier City being
pledged to the senior secured credit facility and the second-lien
notes. VICI has expressed interest in migrating toward a fully
unsecured capital structure, which Fitch expects to occur over the
next several years.
More broadly, gaming REIT's contingent liquidity in the form of
mortgage debt or asset sale is not as robust as that of the more
traditional REIT asset classes. Gaming properties are a specialty
property type that appeals to a smaller universe of institutional
real estate investors and lenders than core commercial property
sectors, such as office, industrial, retail and multifamily
properties.
There are examples of gaming companies accessing debt secured by
specific assets in a time of stress. There are also examples of
gaming assets in CMBS transactions, but Fitch views the
through-the-cycle availability of capital from this avenue as
weaker than secured mortgages from balance sheet lenders, including
life insurance companies, and, to a lesser extent, banks.
Lower Asset-Level Rent Coverage: VICI has lower asset-level rent
coverage per Fitch's rough estimates based on limited disclosure
made available by Caesars. Per Fitch's estimates, the Caesars
leases have EBITDAR/rent coverage on a master lease level of well
under 2x with a prospect to getting back up to around 2x once
ERI/Caesars merger synergies are realized. Recent transactions were
done with the initial asset-level rent coverage set at around 1.7x.
VICI's leases are guaranteed by the tenants and the company places
greater emphasis on corporate level rent coverage, which is solid.
The ERI/Caesars related transactions could reduce the rent coverage
of the existing Caesars leases notwithstanding the potential upside
of the synergies from the merger with ERI ($500 million estimated
by ERI). The Centaur asset put/call options would set rent at 1.3x
coverage for the two Indiana assets. The assets would be inserted
into VICI's main master lease (non-CPLV lease) diluting the
coverage in that lease. The Harrah's Las Vegas and Caesars Palace
Las Vegas rents will also be increased. The two assets will be in
one master lease with total rent of approximately $395 million.
Pro forma for all of the pending or likely ERI related transactions
including the lease modifications and the acquisitions of the
Centaur assets and the Atlantic City, Laughlin and New Orleans
assets, rent coverage of the Caesars two leases will be roughly
1.5x per Fitch's rough estimate. The merger synergies could
potentially raise these coverage levels above 2x, but there is
execution risk and uncertainty with respect to how the synergies
will be allocated among Caesars properties.
Caesars does not disclose information necessary to calculate
asset/lease level rent coverage. The lack of disclosure plus the
fact that Caesars related leases will not have EBITDAR coverage
tests for the annual escalators could make it difficult to detect
coverage improvements or deterioration.
Fitch believes that lower asset-level rent coverage increases the
probability that a lease may potentially be renegotiated in a
downturn. In VICI's case, the leases are guaranteed by the tenants'
respective parent entities; however, the tenants generally have
weaker credit profiles relative to VICI with the exception of
Seminole Hard Rock International (BBB). Therefore, Fitch puts more
emphasis on asset/lease level coverage.
Independent Governance: VICI's governance is independent from
Caesars following VICI's spin-off in 2017 with VICI's largest
shareholders being large institutional investors including
REIT-focused actively managed and index funds. VICI's board is
largely independent, with the only non-independent director being
its CEO, and is comprised of REIT, gaming and investment
professionals. VICI's CEO is a REIT veteran with experience at
leisure and lodging REITs. VICI's management team includes one
former Caesars executive, John Payne (COO).
DERIVATION SUMMARY
VICI's main peers are gaming REITs including Gaming and Leisure
Properties Inc (GLPI; BBB-) and MGM Growth Properties LLC (MGP;
BB+). All three REITs have comparable credit metrics and share a
leverage target range of 5.0x-5.5x. VICI is conservative with
respect to issuing equity ahead of acquisitions and remaining
within its targeted leverage range whereas GLPI and MGP may go
outside their respective ranges but would look to be within their
ranges in less than 12 months.
GLPI's 'BBB-' IDR reflects GLPI's longer track record as a public
REIT with a fully unsecured capital structure; well laddered
maturity schedule; mostly conservatively constructed leases
featuring solid coverage and master lease structures; and
best-in-class disclosure, made possible by its tenants' coverage
disclosure.
MGP's assets are encumbered with a senior secured credit facility
but the company has made strides introducing unsecured debt into
the capital structure with the majority of the capital structure
being unsecured as of this point. MGP's last couple of transactions
(Empire City and Park MGM) have weakened its master lease coverage
with MGM but the master lease coverage remains solid at about 1.9x
on a pro forma basis. MGM's majority stake in MGP is viewed
negatively by Fitch but there is enough separation through MGP's
governance and debt documentation that the potential conflicts of
interest are manageable. Nevertheless, MGP's IDR is unlikely to be
more than two notches above MGM's as long as MGM has voting control
over MGP.
Outside gaming REITs, EPR Properties (BBB-), a
leisure/entertainment oriented REIT, is the closest peer. EPR also
maintains a 5.0x-5.5x leverage target range. EPR has similar
contingent liquidity issues as gaming REITs but, like GLPI, has a
REIT-like balance sheet with an all-unsecured capital structure.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Fitch's base case incorporates pending transactions and the
associated financing as well as the refinancing of the CMBS and
second-lien debt;
-- Full-year benefit of the rents in 2020 from Greektown ($55.6
million), JACK Cincinnati ($42.8 million), Century Casinos master
lease assets ($25 million), Caesars/ERI merger related transactions
($253 million) and JACK Cleveland/Thistledown with related $50
million loan ($70.4 million rent and interest). Rent grows at about
1.7% per year due the escalators and no other M&A transactions
assumed following the pending transactions;
-- $2.6 billion of equity issued between 2019 and 2020 ($1.5
billion issued year-to-date in 2019);
-- $1.0 billion of incremental term loans and $3.6 billion of
unsecured notes issued through 2020 to fund the pending
transactions and refinance the Caesars Palace CMBS loan and the
second-lien notes;
-- $24 million general and administrative expenses, $1 million of
capex and $10 million EBITDA attributable to golf operations per
year;
-- 90% of FCF is paid out as dividends although the company
targets a lower payout ratio of 75% of available funds from
operations.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Track record of acquisitions with asset level rent coverage
being closer to 2x;
-- Improvement in Caesars' (or surviving entity following ERI
merger) credit profile and its estimate of Caesars' lease coverage
levels due to EBITDAR growth;
-- Greater disclosure on rent coverage at asset or master lease
level;
-- Further migration towards increasing the unsecured debt mix;
-- Diversification in tenant base;
-- Greater staggering of the maturity schedule;
-- Net debt/EBITDA remaining within the 5.0x-5.5x range or,
absent VICI making progress with respect to the above
sensitivities, net debt/EBITDA target being set at below 5.0x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Net debt/EBITDA sustaining above 5.5x;
-- Significant deterioration in Caesars' (or surviving entity
following the ERI merger) credit quality;
-- Increased aggressiveness with respect to acquisition and lease
underwriting, especially relating to transactions with Caesars or
the surviving company following Caesars' merger with ERI.
LIQUIDITY
VICI has solid liquidity with a $1 billion undrawn revolver
maturing in 2024. VICI's current high cash balances are temporary
with the company readying for a series of transactions with ERI and
JACK Entertainment. Longer-term VICI will operate with roughly a
quarterly dividend payment's worth of cash on hand. Pro forma for
the refinancing of the Caesars Palace CMBS loan, the nearest
maturity will be its second-lien notes maturing in 2023 and term
loan B maturing in 2024. A negative liquidity consideration is
VICI's concentrated maturity profile with the bulk of the debt
maturing in 2024.
Fitch estimates that more than a third of VICI's capital structure
pro forma for the unsecured notes issuance will be unsecured and
Fitch expects VICI to continue to migrate toward an unsecured debt
structure over the next several years. VICI is likely refinance the
second-lien notes when they become callable in fourth-quarter 2020
and will rely more on unsecured notes for future acquisitions. The
pending and future issuances will also address VICI's concentrated
maturity schedule.
The existing debt sits at VICI PropCo, which sits below the
operating partnership (OP) entity. The OP will be the issuer of the
unsecured notes, which will be guaranteed by VICI PropCo.
The 'BBB-'/'RR1' on the senior secured credit facility reflects the
facility's strong overcollateralization and tight covenants in the
credit agreement and the anticipated notes indenture limiting
senior secured debt.
ESG Commentary
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
VICI has an ESG Relevance Score of 4 for Financial Transparency due
to lower transparency around rent coverage relative to industry
peers.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
VICI Properties Inc.
- Long-term Issuer Default Rating 'BB'.
VICI Properties LP
- Long-term Issuer Default Rating 'BB';
- Senior Unsecured Notes 'BB'/'RR4(EXP)'.
VICI Properties 1 LLC
- Long-term Issuer Default Rating 'BB';
- Senior Secured Credit Facility 'BBB-'/'RR1';
- Second-Lien Notes 'BB+'/'RR2'.
VICI PROPERTIES: Moody's Assigns Ba3 CFR, Outlook Positive
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to VICI
Properties L.P., including a senior unsecured debt rating of B1 to
the $1.75 billion notes currently being marketed, a corporate
family rating of Ba3 and a speculative grade liquidity rating of
SGL-2. The rating outlook is positive. In the same rating action,
Moody's affirmed VICI Properties 1 LLC's ratings, including its
senior secured credit facilities at Ba3 and its second lien notes
at B1. VICI Properties 1 LLC's outlook was revised to positive from
stable. Moody's also withdrew VICI Properties Inc.'s corporate
family rating of Ba3.
Assignments:
Issuer: VICI Properties L.P.
Corporate Family Rating, Assigned Ba3
Speculative Grade Liquidity Rating, Assigned SGL-2
Gtd Senior Unsecured Notes, Assigned B1
Affirmations:
Issuer: VICI Properties 1 LLC
Gtd Senior Secured Term Loan B, Affirmed Ba3
Gtd Senior Secured Revolving Credit Facility, Affirmed Ba3
Gtd Senior Secured Regular Bond/Debenture, Affirmed B1
Withdrawals:
Issuer: VICI Properties Inc.
Corporate Family Rating, Withdrawn , previously rated Ba3
Outlook Actions:
Issuer: VICI Properties 1 LLC
Outlook, Changed To Positive From Stable
Issuer: VICI Properties Inc.
Outlook, Changed To Rating Withdrawn From Stable
Issuer: VICI Properties L.P.
Outlook, Assigned Positive
RATINGS RATIONALE
The large debut unsecured bond offering represents an important
step in VICI's commitment to an unsecured debt strategy, which will
enhance the REIT's market access to fund future growth, reduce
secured debt and improve the its financial flexibility. The
proceeds will be used principally to refinance the outstanding
Caesars Palace Las Vegas' (CPLV) CMBS notes of $1.55 billion. CPLV
will be added to the collateral pool securing VICI's outstanding
secured debt. As a result of VICI's past secured funding structure,
its secured debt ratio has been every high. At September 30, 2019,
VICI's secured debt to gross assets was 33% but Moody's expects the
ratio to approach 20% by year end 2019. The positive outlook
considers the reduction in secured debt, the potential for a larger
unencumbered asset pool as the REIT continues to migrate to an
unsecured debt structure and the commitment to enhance its market
access and liquidity.
The Ba3 to VICI's senior secured credit facilities, is the same
level of its corporate family rating, which reflects the large
proportion of the first lien debt in the capital structure. The
senior unsecured debt is rated at B1, the same level of the second
lien notes, which reflects the small size of the second lien notes
of $498.5 million at September 30, 2019 and Moody's expectation
that VICI will refinance the second lien notes with senior
unsecured debt in the near-term. For a speculative-grade company
that has primarily issued unsecured debt, the corporate family
rating is typically equal to the senior unsecured rating, and the
senior secured rating is typically one notch higher. Consequently,
in the event that VICI's senior unsecured debt is at least 50% of
the capital structure, its rating could be upgraded one notch to
Ba3 and the senior secured credit facilities could be one notch
higher at Ba2. This expectation is also captured in the positive
outlook.
The rating affirmation reflects VICI's high quality and
geographically diverse portfolio of properties, solid cash flow,
and prudent capital management policy. The stable cash flow is
supported by the REIT's long-term triple net leases that are
operated under well recognized names by leading industry operators
such as Caesars Entertainment Corp, Penn National Gaming, Inc. and
Hard Rock International. These credit strengths are partially
offset by VICI's high secured debt to gross asset ratio and
negligible unencumbered asset pool. Historically, this secured
capital structure weakened the REIT's financial position that is
already hindered by the relative illiquidity of casino assets
versus other real estate property types. Tenant concentration risk
is also a concern, albeit improving modestly since the IPO with
acquisitions throughout regional gaming markets.
The rating affirmation also reflects an experienced and independent
management team with a long track record and strong knowledge of
the gaming and hospitality sector. The bench strength should
enhance VICI's ability to expand in the gaming and hospitality
sector while good corporate governance will lead to prudent growth
as the REIT seeks to diversify into non-gaming properties in order
to fulfill its external portfolio growth expectations. The gaming
REIT sector is relatively new but the public REITs have already
owned approximately 40% of the industry based on gross gaming
revenue.
VICI's SGL-2 rating is supported by its cash flow generation, ample
revolver availability, and a minimal near-term maturity schedule,
which supports growth. At September, 30, 2019, VICI had $431
million unrestricted cash and $342.8 million of highly liquid short
term investments held as available for securities, which are
comprised of short-term investment grade commercial paper and
discount notes issued by GSEs and FHLBs. On May 15, 2019, VICI
amended its revolving credit facility to increase borrowing
capacity by $600 million to a total of $1.0 billion and extend the
maturity date to May 2024. The $1.0 billion capacity was fully
available at September 30, 2019. Nonetheless, a mostly encumbered
asset pool diminishes the REIT's liquidity position. Its
unencumbered assets to gross assets were a modest 12.3% at
September 30, 2019.
The gaming sector is facing increased social responsibility
scrutiny. Gaming operators continue to promote their products to
individuals already identified as problem gamblers. Demographic and
consumer preferences are also moving in a direction that does not
favor traditional casino gaming. The risk to the REIT landlord is
mitigated by the fact that casinos' sizable tax revenues will
likely incentivize state and local governments to facilitate the
process of replacing distressed gaming operators should that become
necessary. While there are limited alternative uses for gaming
properties, the limited number of licenses for gaming also provides
a barrier to entry for new competitors and increases the
attractiveness of these assets to gaming operators.
An upgrade would require that VICI reduce its secured debt to less
than 20% of gross assets, most likely from its continued shift to
an unsecured debt capital structure. The rating upgrade will also
require that unencumbered assets to gross assets approaches 50% and
a prudent growth strategy on a leverage neutral basis while
maintaining ample liquidity. The rating upgrade will also be
predicated on net debt to EBITDA remaining below 5.5x and fixed
charge coverage being above 3.5x.
Given the positive outlook, it is unlikely that VICI's ratings
would be downgraded. However, negative rating pressure would emerge
if Moody's becomes more concerned about the credit profiles of
VICI's large tenants, including Eldorado Resorts, Inc. (B1 on
review for downgrade) upon its closing of the pending merger with
Caesars Entertainment Corporation. The ratings would also be
lowered if VICI's financial performance were to deteriorate such
that its net debt to EBITDA is approaching 6.0x, fixed charge
coverage falls below 3.0x or if VICI reverses the current
refinancing trend that has improved its secured debt to gross
assets ratio. Sizable leveraged acquisitions would also lead to
negative rating pressure.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.
VICI Properties Inc. operates as a stand-alone real estate
investment trust after its spin-off on October 6, 2017 from Caesars
Entertainment Operating Company, Inc. (B1 Stable), a subsidiary of
Caesars Entertainment Corporation. VICI owns a portfolio of 24
properties, 4 golf courses, and about 34 acres of undeveloped land
adjacent to the Las Vegas Strip as of September 30, 2019.
WILKINSON FLOOR: Court Confirms Plan of Reorganization
------------------------------------------------------
Wilkinson Floor Covering, Inc., has won court approval of its plan
of reorganization filed on Feb. 1, 2019.
Judge Eddward P. Ballinger Jr. confirmed the Plan, citing that the
Plan complies with Sections 1122 and 1123 of the Bankruptcy Code,
and the requirements of Section 1129 of the Bankruptcy Code are
satisfied.
The results of the balloting is as follows:
1. Class 1 is not impaired;
2. Class 2: Secured Claim of Wells Fargo Bank is impaired but
did not vote so class 2 has rejected the plan;
3. Class 3: Secured Claim of Bank 34 is impaired and did not
vote on the plan but has signed this Confirmation Order approving
confirmation of the Plan;
4. Class 4: Secured Claim of Strategic Funding Source is
impaired and voted to reject the Plan but that vote was changed as
a result of a settlement and the Court approved Changing of the
vote to acceptance so class 4 has accepted the Plan. The holder of
the only claim in Class 4 has also signed the Confirmation Order
approving confirmation of the Plan;
5. Class 5: Secured Claim of Yellowstone Capital is impaired
under the Plan but did not send a ballot so Class 5 has rejected
the Plan;
6. Class 6: Secured Claim of Susquehanna Finance is impaired but
did not file a ballot so Class 6 has rejected the Plan;
7. Class 7: Claim of Ace Funding Source is impaired but did not
file a ballot so Class 7 has rejected the Plan;
8. Class 8: Unsecured Claims is impaired. Ballots accepting
the Plan in Class 8 are 6 of 7, a majority in number and 89% of
the amount of the claims voting (over two-thirds) of the Allowed
Claims voting. Class 8 has accepted the Plan;
9. Class 9: Equity Interest voted to accept the Plan.
Objections to confirmation of the Plan have been withdrawn by the
objecting parties after the Debtor made non-material modifications
to the Plan.
A full-text copy of the Plan Confirmation Order dated Oct. 25,
2019, is available at https://tinyurl.com/yxlbj8l5 from
PacerMonitor.com at no charge.
About Wilkinson Floor Covering
Wilkinson Floor Covering, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017. In the petition signed by Stephen E. Wilkinson,
president, the Debtor was estimated to have assets of less than
$50,000 and liabilities of $1 million to $10 million. The case is
assigned to Judge Eddward P. Ballinger Jr. The Debtor hired Blake
D. Gunn, as counsel, and was substituted by Littler P.C. The
Debtor tapped Thomas Napolitano as CFO. Peter Davis of Simon
Consulting has been appointed as the examiner.
WMC MORTGAGE: Unsecured Creditors to Get At Least $34 Mil.
----------------------------------------------------------
WMC Mortgage, LLC, filed a First Amended Chapter 11 Plan of
Liquidation, which proposes to treat claims and interests as
follows:
* Class 3 consists of the TMI Claim. IMPAIRED. TMI Trust will
receive payment of the TMI Settlement Amount pursuant to and in
accordance with the TMI Settlement.
* Class 4 consists of General Unsecured Claims. IMPAIRED. Each
holder of an Allowed General Unsecured Claim will receive payment
in Cash in an amount equal to such Claim's Pro Rata share of the
amount of the Class 4 Distribution available for distribution.
"Class 4 Distribution" means the sum of (a) $34 million in Cash,
(b) the proceeds of the Liquidating Trust Retained Causes of
Action, if any, and (c) any Excess Post-Effective Date Debtor
Assets, less (x) the Liquidating Trust Expenses and (y) funds held
in the Liquidating Trust Operational Reserve.
* Class 5 consists of Intercompany Claims. IMPAIRED. Pursuant
to the terms of the Sponsor Settlement, each holder of an
Intercompany Claim has agreed to waive and release such Claim, and
will not receive a Distribution under the Plan.
* Class 6 consists of existing Equity Interests. IMPAIRED.
Holders of existing Equity Interests in the Debtor will not receive
a Distribution under the Plan and all such Equity Interests shall
be cancelled as of the Effective Date.
Distributions under the Plan to holders of the DIP Loan Claim,
Administrative Expense Claims, Professional Fee Claims, Priority
Tax Claims, Other Priority Claims, Secured Claims and the TMI Claim
shall be funded from the Post-Effective Date Debtor Assets.
A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is
available at https://tinyurl.com/y27xw7s9 from PacerMonitor.com at
no charge.
Attorneys for the Debtor:
Mark D. Collins
Russell C. Silberglied
Zachary I. Shapiro
Brendan J. Schlauch
Christopher M. De Lillo
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
About WMC Mortgage
WMC Mortgage, LLC, directly and through various predecessors, was
in the business of originating residential mortgage loans for more
than 60 years.
The collapse of the housing and financial markets presaging the
Great Recession decimated WMC's loan origination business. By the
second quarter of 2007, WMC had essentially stopped originating new
loans and focused on winding down its operations and resolving
substantial liabilities associated with its mortgage business.
Over the past decade, WMC has been able to settle the gravamen of
the litigation commenced against it, which primarily consisted of
contract actions for breaches of representations and warranties WMC
made in mortgage loan sale agreements relative to the attributes of
the loans sold.
WMC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 19-10879) on April 23, 2019. At the time
of the filing, WMC estimated assets of between $1 million and $10
million and liabilities of between $100 million and $500 million.
The case has been assigned to Judge Christopher S. Sontchi.
WMC tapped Richards, Layton & Finger, P.A., as its bankruptcy
counsel; Jenner & Block LLP as special litigation counsel; Alvarez
& Marsal Disputes and Investigations, LLC, as financial advisor;
and Epiq Corporate Restructuring, LLC as claims and noticing agent.
WOLVERINE INTERMEDIATE: S&P Rates $100MM PIK Unsecured Notes CCC+
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to the proposed $100 million paid-in-kind (PIK)
unsecured notes due 2028 that will be issued by Wesco Aircraft
Holdings Inc.'s holding company parent Wolverine Intermediate
Holding Corp. and placed the rating on CreditWatch with negative
implications. The '6' recovery rating indicates S&P's expectation
for negligible (0%-10%; rounded estimate: 0%) recovery in a default
scenario. S&P's issue-level and recovery ratings on the company's
existing debt are not affected.
Wesco has slightly modified the financing for its proposed
acquisition by Platinum and merger with Pattonair (Pioneer Holding
LLC), though the total amount of debt has not changed. The company
reduced the total amount of secured debt to $1.55 billion in two
tranches due 2024 and 2026, from $1.6 billion previously, and the
unsecured notes due 2027 to $525 million (from $575 million
previously). S&P also expects it to make a higher draw on its
asset-backed lending (ABL) revolver at close of $86 million, which
is up from $55 million previously. The company's remaining sources
and uses are unchanged. These changes do not have a material affect
on Wesco's pro forma credit ratios.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The company's proposed capital structure will now comprise $650
million of secured notes due 2024, $900 million of secured notes
due 2026, $525 million of unsecured notes due 2027, and a five-year
$375 million ABL revolver (unrated) that will have $86 million
drawn at close. It will also include $100 million of PIK unsecured
notes issued by Wolverine Intermediate Holding Corp.
-- The PIK notes are not guaranteed by Wesco or its subsidiaries.
Therefore, they will be structurally subordinated to the unsecured
debt the company is issuing.
-- Wesco will use the proceeds from the notes to partially finance
its acquisition by Platinum and merger with Pattonair.
-- Other key default assumptions include LIBOR of 2.5% and the
revolver is 60% drawn. S&P also considers drawings on the ABL
revolver as priority claims.
Simulated default assumptions
-- Simulated year of default: 2021
-- EBITDA at emergence: $239 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $1.13 billion
-- Valuation split (obligors/nonobligors): 84%/16%
-- Priority claims (ABL revolver): $230 million
-- Collateral value available to first-lien debt: $841 million
-- Secured first-lien debt claims: $1.61 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Collateral value available to unsecured claims: $64 million
-- Unsecured claims: $614 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
-- Subordinated claims (holdco PIK notes): $122 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
Ratings List
Wesco Aircraft Holdings Inc.
Issuer Credit Rating B/Watch Neg/--
New Rating
Wolverine Intermediate Holding Corp.
Senior Unsecured
US$100 mil Holdco PIK nts due 2028 CCC+ /Watch Neg
Recovery Rating 6(0%)
WOODSTOCK REALTY: Cash Collateral Use Continued Until Nov. 30
-------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut entered a fourth interim order authorizing
Woodstock Realty, LLC, to use cash collateral in the ordinary
course of its business for a period commencing Nov. 7 and
continuing through Nov. 30, 2019.
A hearing on the Debtor's continued use of cash collateral will be
held on Dec. 5, 2019 at 12:00 p.m.
The Debtor is permitted to use up to the maximum amount of $10,000,
to be disbursed for payment of insurance, property maintenance,
garbage removal, utilities and taxes.
TD Bank is granted a continuing postpetition lien and security
interest in all prepetition property of the Debtor as it existed on
the Petition Date, of the same type against which TD Bank held
validly protected liens and security interests as of the Petition
Date, and a continuing post-petition lien in all property acquired
by the Debtor after the Petition date. The replacement liens will
maintain the same priority, validity and enforceability as TD
Bank's liens on the initial collateral and will be recognized to
the extent of any diminution in the value of the Collateral. The
validity, enforceability, perfection and priority of the
replacement liens will not be subject to the equities of the case
exception to Section 552(b) of the Bankruptcy Code and will not
depend upon filing, recordation, or any other act required under
applicable state or federal law, rule or regulation.
TD Bank will also be entitled to a super-priority administrative
claim pursuant to 11 U.S.C. Section 503(b) of the Bankruptcy Code,
and the protections of and the priority set forth in 11 U.S.C.
Section 507(b), to the extent the replacement liens granted to TD
Bank pursuant to the Fourth Interim Order are insufficient to
compensate TD Bank for any diminution in value of the collateral.
A copy of the Fifth Interim Order is available for free at
https://tinyurl.com/u33ja8d from Pacermonitor.com
About Woodstock Realty
Woodstock Realty, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Conn. Case No. 19-20916) on May 29, 2019. The Petition
was signed by Jon W. Baker, member. The Debtor is estimated to
have under $1 million in both assets and liabilities. Gregory F.
Arcaro, Esq., Grafstein & Arcaro, is counsel to the Debtor.
YBARRA ENTERPRISES: Files Self-Reporting Obligations for September
------------------------------------------------------------------
Rosie Ybarra, the Administrator of Ybarra Enterprises, Inc.,
submitted a Self-Reporting Obligations report for the month of
September 2019. As to her report that there is no changes of the
patient status and staffs. Therefore, there are no issues or
concerns reportable to Court. A full-text copy of Self-Reporting
Obligations is available at https://tinyurl.com/tojoa93 from
PacerMonitor.com at no charge.
About Ybarra Enterprises
Based in Mission, Texas, Ybarra Enterprises, Inc., a/k/a Dedication
of Care Home Health Agency -- http://www.dochomehealth.com/--
provides home health care services. Currently, the Company's
coverage area includes South Texas major cities: Laredo, McAllen,
Edinburg, Corpus Christi, and Brownsville. The company filed a
voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254)
on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in
McAllen, Texas. At the time of filing, the Debtor had estimated
assets of $100,000 to $500,000 and estimated liabilities of $1
million to $10 million.
ZENERGY BRANDS: Committee Objects to DIP Motion
-----------------------------------------------
The Official Committee of Unsecured Creditors for Zenergy Brands,
Inc. and debtor affiliates asks the Bankruptcy Court to (i) deny
the Debtors' motion to obtain post-petition financing under a
Senior Secured Revolving Credit Facility Agreement for up to
$5,000,000 from TCA Special Situations Credit Strategies ICAV, or
to (ii) substantially revise the DIP Facility and DIP Order.
Joseph M. Coleman, Esq., counsel to the Committee at Kane Russell
Coleman Logan PC, says the DIP Motion guaranties that the Debtors'
DIP Lender will continue the DIP Lender's affiliate's prepetition
campaign to "loan to own" the Debtors at the expense of all other
creditors in these Chapter 11 cases.
The Committee relates, among other things, that:
(a) Under the DIP Motion, the DIP Lender must approve any
proposed plan or sale prior to Debtor's filing or the Debtor
defaults under the DIP Facility.
"A default enables the DIP Lender to take action without further
order of this Court against DIP Collateral," Mr Coleman says. As a
result, DIP Lender may hold the Debtors hostage and dictate the
terms and conditions of a plan or sale, he adds.
(b) Prepetition Lender gets post-petition Adequate Protection
Liens on substantially all of the Debtors' assets. Because the
proceeds of DIP Collateral subject to DIP Liens will be used to pay
down Prepetition Lender's debt, Prepetition Lender is effectively
cross-collateralizing its collateral and rolling up claim with DIP
Collateral, Committee counsel comments. "Liens granted in the cash
collateral and DIP financing orders may not secure prepetition
debts. Financing orders should not be used to elevate a
pre-petition lender's collateral inadequacy to a fully secured
status," Mr. Coleman argues.
(c) Under the DIP Facility, Debtors will be forced to incur fees
totaling approximately $181,500 - or more than 9% of an assumed $2
million commitment consisting of the following: (i) Commitment Fee,
$80,000; (ii) Due Diligence Fee, $15,000; (iii) Legal and Document
Review Fee, $95,000; and (iv) Asset Monitoring Fee, $1,500 per
quarter.
Mr. Coleman complains that the terms and conditions of the proposed
DIP Facility are egregious, penal, and overreaching, even in light
of the Debtors' current financial distress, and seeks to exclude
all other parties-in-interest from any meaningful participation in
the Debtors' Chapter 11 cases.
Moreover, the DIP Motion seeks to enable the Prepetition Lender to
avoid an attack on the extent, priority, and validity of its liens
and claim by enjoying a court-approved payoff of such prepetition
debt through the liquidation of DIP Collateral during the case.
"The conversion of pre-petition debt to post-petition superpriority
and non-challengeable debt that must be paid in full is egregious,
and should be denied," he adds.
A copy of the Committee's Objection is available at
https://is.gd/VHZDYi from PacerMonitor.com free of charge.
About Zenergy Brands
Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a
next-generation energy and technology company engaged in selling
energy-conservation products and services to commercial, industrial
and municipal customers. It is a business-to-business company
whose platform is a combined offering of energy services and smart
controls. Zenergy Brands is a public company, fully reporting to
the Securities and Exchange Commission and currently trading on the
OTCQB.
Zenergy Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886)
on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total
assets of $1,944,089 and liabilities of $8,369,818.
The cases have been assigned to Judge Brenda T. Rhoades.
The Debtors tapped Foley & Lardner LLP as their legal counsel, and
Stretto as their claims, noticing and solicitation agent.
The Office of the U.S. Trustee on Nov. 4, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Zenergy Brands Inc. and its affiliates.
*********
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